exh_10-1.htm


    Exhibit
10.1


      


       

      AVISTAR
COMMUNICATIONS CORPORATION

       

      2009
EQUITY INCENTIVE PLAN

       

      1.           Purposes
of the Plan.  The purposes of this Plan are:

       

      
        	
                 
      

              	
                ·

              	
                to
      attract and retain the best available personnel for positions of
      substantial responsibility,

              


      

       

      
        	
                 
      

              	
                ·

              	
                to
      provide additional incentive to Employees, Directors and Consultants,
      and

              


      

       

      
        	
                 
      

              	
                ·

              	
                to
      promote the success of the Company’s
business.

              


      

       

      The Plan
permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock
Appreciation Rights, Restricted Stock and Restricted Stock Units.

       

      2.           Definitions.  As
used herein, the following definitions will apply:

       

      (a)           “Administrator”
means the Board or any of its Committees as will be administering the Plan, in
accordance with Section 4 of the
Plan.

       

      (b)           “Applicable
Laws” means the requirements relating to the administration of
equity-based awards under U.S. state corporate laws, U.S. federal and state
securities laws, the Code, any stock exchange or quotation system on which the
Common Stock is listed or quoted and the applicable laws of any foreign country
or jurisdiction where Awards are, or will be, granted under the
Plan.

       

      (c)           “Award”
means, individually or collectively, a grant under the Plan of Options, Stock
Appreciation Rights, Restricted Stock, or Restricted Stock Units.

       

      (d)           “Award
Agreement” means the written or electronic agreement setting forth the
terms and provisions applicable to each Award granted under the
Plan.  The Award Agreement is subject to the terms and conditions of
the Plan.

       

      (e)           “Board”
means the Board of Directors of the Company.

       

      (f)           “Change
in Control” means the occurrence of any of the following
events:

       

      (i)      Change
in Ownership of the Company.  A change in the ownership of the
Company which occurs on the date that any one person (other than Gerald J.
Burnett and his affiliates) or more than one person acting as a group,
(“Person”), acquires ownership of the stock of the Company that, together with
the stock held by such Person, constitutes more than 50% of the total voting
power of the stock of the Company, except that any change in the ownership of
the stock of the Company as a result of a private financing of the Company that
is approved by the Board will not be considered a Change in Control;
or


      
        
           


        

        
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                (ii)           Change
in Effective Control of the Company.  If the Company has a
class of securities registered pursuant to Section 12 of the Exchange Act, a
change in the effective control of the Company which occurs on the date that a
majority of members of the Board is replaced during any twelve (12) month period
by Directors whose appointment or election is not endorsed by a majority of the
members of the Board prior to the date of the appointment or
election.  For purposes of this clause (ii), if any Person is
considered to be in effective control of the Company, the acquisition of
additional control of the Company by the same Person will not be considered a
Change in Control; or

       

      (iii)                 Change
in Ownership of a Substantial Portion of the Company’s
Assets.  A change in the ownership of a substantial portion of
the Company’s assets which occurs on the date that any Person acquires (or has
acquired during the twelve (12) month period ending on the date of the most
recent acquisition by such person or persons) assets from the Company that have
a total gross fair market value equal to or more than 50% of the total gross
fair market value of all of the assets of the Company immediately prior to such
acquisition or acquisitions, provided that the sale or grant of an exclusive
license to the Company’s patent porfolio alone will not be considered a Change
of Control.  For purposes of this subsection (iii), gross fair market
value means the value of the assets of the Company, or the value of the assets
being disposed of, determined without regard to any liabilities associated with
such assets.

       

      For
purposes of this Section 2(f), persons will be considered to be acting as a
group if they are owners of a corporation that enters into a merger,
consolidation, purchase or acquisition of stock, or similar business transaction
with the Company.

       

      Notwithstanding
the foregoing, a transaction will not be deemed a Change in Control unless the
transaction qualifies as a change in control event within the meaning of Code
Section 409A, as it has been and may be amended from time to time, and the final
Treasury Regulations and Internal Revenue Service guidance that has been
promulgated or may be promulgated thereunder from time to time.

       

      Further
and for the avoidance of doubt, a transaction will not constitute a Change in
Control if: (i) its sole purpose is to change the state of the Company’s
incorporation, or (ii) its sole purpose is to create a holding company that will
be owned in substantially the same proportions by the persons who held the
Company’s securities immediately before such transaction.

       

      (g)           “Code”
means the Internal Revenue Code of 1986, as amended.  Any reference to
a section of the Code herein will be a reference to any successor or amended
section of the Code.

       

      (h)           “Committee”
means a committee of Directors or of other individuals satisfying Applicable
Laws appointed by the Board, or by the compensation committee of the
Board,  in accordance with Section 4 hereof.

       

      (i)           “Common
Stock” means the common stock of the Company.

       

      (j)           “Company”
means Avistar Communication Corporation, a Delaware corporation, or any
successor thereto.


      
        
           


        

        
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      (k)           “Consultant”
means any individual, including an advisor, engaged by the Company or a Parent
or Subsidiary to render services to such entity.  For the avoidance of
doubt, the term “Consultant” shall not include any entity or any non-natural
person.

       

      (l)           “Director”
means a member of the Board.

       

      (m)           “Disability”
means total and permanent disability as defined in Code Section 22(e)(3),
provided that in the case of Awards other than Incentive Stock Options, the
Administrator in its discretion may determine whether a permanent and total
disability exists in accordance with uniform and non-discriminatory standards
adopted by the Administrator from time to time.

       

      (n)           “Employee”
means any person, including officers and Directors, employed by the Company or
any Parent or Subsidiary of the Company.  Neither service as a
Director nor payment of a director’s fee by the Company will be sufficient to
constitute “employment” by the Company.

       

      (o)           “Exchange
Act” means the Securities Exchange Act of 1934, as amended.

       

      (p)           “Exchange
Program” means a program under which (i) outstanding Awards are
surrendered or cancelled in exchange for Awards of the same type (which may have
higher or lower exercise prices and different terms), Awards of a different
type, and/or cash, (ii) Participants would have the opportunity to transfer any
outstanding Awards to a financial institution or other person or entity selected
by the Administrator, and/or (iii) the exercise price of an outstanding Award is
reduced or increased.  The Administrator will determine the terms and
conditions of any Exchange Program in its sole discretion.

       

      (q)           “Fair
Market Value” means, as of any date, the value of Common Stock determined
as follows:

       

      (i)      If
the Common Stock is listed on any established stock exchange or a national
market system, including without limitation the Nasdaq Global Select Market, the
Nasdaq Global Market or the Nasdaq Capital Market of The Nasdaq Stock Market,
its Fair Market Value will be the closing sales price for such stock (or the
closing bid, if no sales were reported) as quoted on such exchange or system on
the day of determination, as reported in The
Wall Street Journal or such other source as the Administrator deems
reliable;

       

      (ii)      If
the Common Stock is regularly quoted by a recognized securities dealer but
selling prices are not reported, the Fair Market Value of a Share will be the
mean between the high bid and low asked prices for the Common Stock on the day
of determination (or, if no bids and asks were reported on that date, as
applicable, on the last trading date such bids and asks were reported), as
reported in The
Wall Street Journal or such other source as the Administrator deems
reliable; or

       

      (iii)                 In
the absence of an established market for the Common Stock, the Fair Market Value
will be determined in good faith by the Administrator.


      
        
           


        

        
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      (r)           “Fiscal
Year” means the fiscal year of the Company.

       

      (s)           “Incentive
Stock Option” means an Option that by its terms qualifies and is
otherwise intended to qualify as an incentive stock option within the meaning of
Code Section 422 and the regulations promulgated thereunder.

       

      (t)           “Nonstatutory
Stock Option” means an Option that by its terms does not qualify or is
not intended to qualify as an Incentive Stock Option.

       

      (u)           “Option”
means a stock option granted pursuant to the Plan.

       

      (v)           “Parent”
means a “parent corporation,” whether now or hereafter existing, as defined in
Code Section 424(e).

       

      (w)           “Participant”
means the holder of an outstanding Award.

       

      (x)           “Performance
Goal” means the goal(s) determined by the Administrator (in its
discretion) to be applicable to a Participant with respect to an
Award.  As determined by the Administrator, the Performance Goals
applicable to an Award may provide for a targeted level or levels of achievement
using one or more of the following measures: (i) revenue, (ii) gross margin,
(iii) operating margin, (iv) operating income, (v) pre-tax profit, (vi) earnings
before interest, taxes and depreciation, (vii) net income, (viii) cash flow,
(ix) expenses, (x) the market price of the Share, (xi) earnings, (xii) return on
stockholder equity, (xiii) return on capital, (xiv) product quality, (xv)
economic value added, (xvi) number of customers, (xvii) market share, (xviii)
return on investments, (xix) profit after taxes, (xx) customer satisfaction,
(xxi) business divestitures and acquisitions, (xxii) supplier awards from
significant customers, (xxiii) new product development, (xxiv) working capital,
(xxv) individual objectives, (xxvi) time to market, (xxvii)  return on net
assets, and (xxviii) sales.  The Performance Goals may differ
from Participant to Participant and from Award to Award.  Any criteria
used may be measured, as applicable, (i) in absolute terms, (ii) in
relative terms (including, but not limited to, passage of time and/or against
another company or companies), (iii) on a per-share basis,
(iv) against the performance of the Company as a whole or a segment of the
Company, and (v) on a pre-tax or after-tax basis.

       

      (y)           “Period
of Restriction” means the period during which the transfer of Shares of
Restricted Stock are subject to restrictions and therefore, the Shares are
subject to a substantial risk of forfeiture.  Such restrictions may be
based on the passage of time, the achievement of target levels of performance,
Performance Goals, or the occurrence of other events as determined by the
Administrator.

       

      (z)           “Plan”
means this 2009 Equity Incentive Plan.

       

      (aa)           “Restricted
Stock” means Shares issued pursuant to an Award of Restricted Stock under
Section 8 of the Plan, or issued pursuant to the early exercise of an
Option.

       

      (bb)           “Restricted
Stock Unit” means a bookkeeping entry representing an amount equal to the
Fair Market Value of one Share, granted pursuant to Section 9.  Each
Restricted Stock Unit represents an unfunded and unsecured obligation of the
Company.


      
        
           


        

        
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      (cc)           “Service
Provider” means an Employee, Director or Consultant.

       

      (dd)           “Share”
means a share of the Common Stock, as adjusted in accordance with Section 13 of
the Plan.

       

      (ee)           “Stock
Appreciation Right” means an Award, granted alone or in connection with
an Option, that pursuant to Section 7 is designated as a Stock Appreciation
Right.

       

      (ff)           “Subsidiary”
means a “subsidiary corporation,” whether now or hereafter exist­ing, as
defined in Code Section 424(f).

       

      3.           Stock Subject to the Plan.

       

      (a)           Stock
Subject to the Plan.  Subject to the provisions of Section 13
of the Plan, the maximum aggregate number of Shares that may be subject to
Awards and sold under the Plan is 12,543,791 Shares, which is composed of (i)
2,508,325 Shares that, as of September 21, 2009, have been reserved but not
issued pursuant to any awards granted under the Avistar Communication
Corporation 2000 Stock Option Plan (the “2000 Plan”) and are not subject to any
awards granted thereunder, and (ii) up to an additional 10,035,466 Shares
subject to stock options or similar awards granted under the 2000 Plan that
expire or otherwise terminate without having been exercised in full and Shares
issued pursuant to awards granted under the 2000 Plan that are forfeited to or
repurchased by the Company. The Shares may be authorized but unissued, or
reacquired Common Stock.

       

      (b)           Automatic
Share Reserve Increase.  The number of Shares available for
issuance under the Plan will be increased on the first day of each Fiscal Year
beginning with the 2010 Fiscal Year, in an amount equal to the lesser of (i)
6,000,000 Shares, (ii) four percent (4%) of the number of Shares outstanding on
the last day of the immediately preceding Fiscal Year, calculated on a fully
diluted basis, and (iii) such lesser number of Shares as may be determined by
the Board.

       

      (c)           Lapsed
Awards.  If an Award expires or becomes unexercisable without
having been exercised in full, is surrendered pursuant to an Exchange Program,
or, with respect to Restricted Stock or Restricted Stock Units, is forfeited to
or repurchased by the Company due to the failure to vest, the unpurchased Shares
(or for Awards other than Options or Stock Appreciation Rights the forfeited or
repurchased Shares) which were subject thereto will become available for future
grant or sale under the Plan (unless the Plan has terminated).  With
respect to Stock Appreciation Rights, only Shares actually issued pursuant to a
Stock Appreciation Right will cease to be available under the Plan; all
remaining Shares under Stock Appreciation Rights will remain available for
future grant or sale under the Plan (unless the Plan has
terminated).  Shares that have actually been issued under the Plan
under any Award will not be returned to the Plan and will not become available
for future distribution under the Plan; provided, however, that if Shares issued
pursuant to Awards of Restricted Stock or Restricted Stock Units are repurchased
by the Company or are forfeited to the Company due to the failure to vest, such
Shares will become available for future grant under the Plan.  Shares
used to pay the exercise price of an Award or to satisfy the tax withholding
obligations related to an Award will become available for future grant or sale
under the Plan.  To the extent an Award under the Plan is paid out in
cash rather than Shares, such cash


      
        
           


        

        
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      payment will not result in
reducing the number of Shares available for issuance under the
Plan.  Notwithstanding the foregoing and, subject to adjustment as
provided in Section 13, the maximum number of Shares that may be issued upon the
exercise of Incentive Stock Options will equal the aggregate Share number stated
in Section 3(a), plus, to the extent
allowable under Code Section 422 and the Treasury Regulations promulgated
thereunder, any Shares that become available for issuance under the Plan
pursuant to Sections 3(b) and 3(c).

       

      (d)           Share
Reserve.  The Company, during the term of this Plan, will at
all times reserve and keep available such number of Shares as will be sufficient
to satisfy the requirements of the Plan.

       

      4.           Administration
of the Plan.

       

      (a)           Procedure.

       

      (i)      Multiple
Administrative Bodies.  Different Committees with respect to
different groups of Service Providers may administer the Plan.

       

      (ii)      Section
162(m).  To the extent that the Administrator determines it to
be desirable or necessary to qualify Awards granted hereunder as
“performance-based compensation” within the meaning of Section 162(m) of the
Code, the Plan will be administered by a Committee of two or more “outside
directors” within the meaning of Section 162(m) of the Code.

       

      (iii)                 Rule
16b-3.  To the extent desirable to qualify transactions
hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder
will be structured to satisfy the requirements for exemption under Rule
16b-3.

       

      (iv)                 Other
Administration.  Other than as provided above, the Plan will be
administered by (A) the Board or (B) a Committee, which Committee will
be constituted to satisfy Applicable Laws.

       

      (b)           Powers
of the Administrator.  Subject to the provisions of the Plan,
and in the case of a Committee, subject to the specific duties delegated by the
Board to such Committee, the Administrator will have the authority, in its
discretion:

       

      (i)      to
determine the Fair Market Value;

       

      (ii)      to
select the Service Providers to whom Awards may be granted
hereunder;

       

      (iii)                 to
determine the number of Shares to be covered by each Award granted
hereunder;

       

      (iv)                 to
approve forms of Award Agreements for use under the Plan;

       

      (v)      to
determine the terms and conditions, not inconsistent with the terms of the Plan,
of any Award granted hereunder.  Such terms and conditions include,
but are not limited


      
        
           


        

        
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      to, the
exercise price, the time or times when Awards may be exercised (which may be
based on performance criteria), any vesting acceleration or waiver of forfeiture
restrictions, and any restriction or limitation regarding any Award or the
Shares relating thereto, based in each case on such factors as the Administrator
will determine;

       

      (vi)                 to
institute and determine the terms and conditions of an Exchange
Program;

       

      (vii)                 to
construe and interpret the terms of the Plan and Awards granted pursuant to the
Plan;

       

      (viii)                 to
prescribe, amend and rescind rules and regulations relating to the Plan,
including rules and regulations relating to sub-plans established for the
purpose of satisfying applicable foreign laws or for qualifying for favorable
tax treatment under applicable foreign laws;

       

      (ix)                 to
modify or amend each Award (subject to Section 18(c) of the Plan),
including but not limited to the discretionary authority to extend the
post-termination exercisability period of Awards and to extend the maximum term
of an Option (subject to Section 6(d));

       

      (x)      to
allow Participants to satisfy withholding tax obligations in a manner prescribed
in Section 14;

       

      (xi)                 to
authorize any person to execute on behalf of the Company any instrument required
to effect the grant of an Award previously granted by the
Administrator;

       

      (xii)                 to
allow a Participant to defer the receipt of the payment of cash or the delivery
of Shares that otherwise would be due to such Participant under an Award;
and

       

      (xiii)                 to
make all other determinations deemed necessary or advisable for administering
the Plan.

       

      (c)           Effect
of Administrator’s Decision.  The Administrator’s
decisions, determinations and interpretations will be final and binding on all
Participants and any other holders of Awards.

       

      5.           Eligibility
and Limitations.

       

      (a)           Eligibility.  Nonstatutory
Stock Options, Stock Appreciation Rights, Restricted Stock, and Restricted Stock
Units may be granted to Service Providers.  Incentive Stock Options
may be granted only to Employees.

       

      (b)           Limitations.  The
following limitations shall apply to Awards under the Plan:

       

      (i)      No
Service Provider shall be granted, in any Fiscal Year, (A) Options or Stock
Appreciation Rights to purchase more than 3,000,000 Shares, (or B) Restricted
Stock and Restricted Stock Units covering more than 3,000,000
Shares.


      
        
           


        

        
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                (ii)           In
connection with his or her initial service, a Service Provider may be granted
(A) Options or Stock Appreciation Rights to purchase up to an additional
4,500,000 Shares, or (B) Restricted Stock or Restricted Stock Units covering up
to an additional 1,000,000 Shares, which shall not count against the limit set
forth in subsection (i) above.

       

                (iii)   The foregoing limitations shall be adjusted
proportionately in connection with any change in the Company’s capitalization as
described in Section 13(a).

       

      6.           Stock
Options.

       

      (a)           Grant
of Options.  Subject to the terms and provisions of the Plan,
the Administrator, at any time and from time to time, may grant Options in such
amounts as the Administrator, in its sole discretion, will
determine.

       

      (b)           Option
Agreement.  Each Award of an Option will be evidenced by an
Award Agreement that will specify the exercise price, the term of the Option,
the number of Shares subject to the Option, the exercise restrictions, if any,
applicable to the Option, and such other terms and conditions as the
Administrator, in its sole discretion, will determine.

       

      (c)           Limitations.  Each
Option will be designated in the Award Agreement as either an Incentive Stock
Option or a Nonstatutory Stock Option.  Notwithstanding such
designation, however, to the extent that the aggregate Fair Market Value of the
Shares with respect to which Incentive Stock Options are exercisable for the
first time by the Participant during any calendar year (under all plans of the
Company and any Parent or Subsidiary) exceeds one hundred thousand dollars
($100,000), such Options will be treated as Nonstatutory Stock
Options.  For purposes of this Section 6(c), Incentive Stock Options
will be taken into account in the order in which they were granted, the Fair
Market Value of the Shares will be determined as of the time the Option with
respect to such Shares is granted, and calculation will be performed in
accordance with Code Section 422 and Treasury Regulations promulgated
thereunder.

       

      (d)           Term
of Option.  The term of each Option will be stated in the Award
Agreement; provided, however, that the term will be no more than ten (10) years
from the date of grant thereof.  In the case of an Incentive Stock
Option granted to a Participant who, at the time the Incentive Stock Option is
granted, owns stock representing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company or any Parent or
Subsidiary, the term of the Incentive Stock Option will be five (5) years from
the date of grant or such shorter term as may be provided in the Award
Agreement.

       

      (e)           Option
Exercise Price and Consideration.

       

      (i)      Exercise
Price.  The per Share exercise price for the Shares to be
issued pursuant to the exercise of an Option will be determined by the
Administrator, but will be no less than one hundred percent (100%) of the Fair
Market Value per Share on the date of grant.  In addition, in the case
of an Incentive Stock Option granted to an Employee who owns stock representing
more than ten percent (10%) of the voting power of all classes of stock of the
Company or any Parent or Subsidiary, the per Share exercise price will be no
less than one hundred ten percent (110%) of the Fair Market Value per Share on
the date of grant.  Notwithstanding the foregoing


      
        
           


        

        
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      provisions
of this Section 6(e)(i), Options may be granted with a per Share exercise
price of less than one hundred percent (100%) of the Fair Market Value per Share
on the date of grant pursuant to a transaction described in, and in a manner
consistent with, Code Section 424(a).

       

      (ii)      Waiting
Period and Exercise Dates.  At the time an Option is granted,
the Administrator will fix the period within which the Option may be exercised
and will determine any conditions that must be satisfied before the Option may
be exercised.

       

      (iii)                 Form
of Consideration.  The Administrator will determine the
acceptable form of consideration for exercising an Option, including the method
of payment.  In the case of an Incentive Stock Option, the
Administrator will determine the acceptable form of consideration at the time of
grant.  Such consideration may consist entirely of: (1) cash; (2)
check; (3) promissory note, to the extent permitted by Applicable Laws, (4)
other Shares, provided that such Shares have a Fair Market Value on the date of
surrender equal to the aggregate exercise price of the Shares as to which such
Option will be exercised and provided further that accepting such Shares will
not result in any adverse accounting consequences to the Company, as the
Administrator determines in its sole discretion; (5) consideration received by
the Company under cashless exercise program (whether through a broker or
otherwise) implemented by the Company in connection with the Plan; (6)
consideration received by the Company under a net exercise program implemented
by the Company in connection with the Plan, (7) such other consideration and
method of payment for the issuance of Shares to the extent permitted by
Applicable Laws, or (8) any combination of the foregoing methods of
payment.  In making its determination as to the type of consideration
to accept, the Administrator will consider if acceptance of such consideration
may be reasonably expected to benefit the Company.

       

      (f)           Exercise
of Option.

       

      (i)      Procedure
for Exercise; Rights as a Stockholder.  Any Option granted
hereunder will be exercisable according to the terms of the Plan and at such
times and under such conditions as determined by the Administrator and set forth
in the Award Agreement.  An Option may not be exercised for a fraction
of a Share.

       

      An Option
will be deemed exercised when the Company receives: (i) notice of exercise
(in such form as the Administrator may specify from time to time) from the
person entitled to exercise the Option, and (ii) full payment for the
Shares with respect to which the Option is exercised (together with applicable
tax withholding).  Full payment may consist of any consideration and
method of payment authorized by the Administrator and permitted by the Award
Agreement and the Plan.  Shares issued upon exercise of an Option will
be issued in the name of the Participant or, if requested by the Participant, in
the name of the Participant and his or her spouse.  Until the Shares
are issued (as evidenced by the appropriate entry on the books of the Company or
of a duly authorized transfer agent of the Company), no right to vote or receive
dividends or any other rights as a stockholder will exist with respect to the
Shares subject to an Option, notwithstanding the exercise of the
Option.  The Company will issue (or cause to be issued) such Shares
promptly after the Option is exercised.  No adjustment will be made
for a dividend or other right for which the record date is prior to the date the
Shares are issued, except as provided in Section 13 of
the Plan.


      
        
           


        

        
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      Exercising
an Option in any manner will decrease the number of Shares thereafter available,
both for purposes of the Plan and for sale under the Option, by the number of
Shares as to which the Option is exercised.

       

      (ii)      Termination
of Relationship as a Service Provider.  If a Participant ceases
to be a Service Provider, other than upon the Participant’s termination as the
result of the Participant’s death or Disability, the Participant may exercise
his or her Option within thirty (30) days of termination, or such longer period
of time as is specified in the Award Agreement (but in no event later than the
expiration of the term of such Option as set forth in the Award Agreement) to
the extent that the Option is vested on the date of
termination.  Unless otherwise provided by the Administrator, if on
the date of termination the Participant is not vested as to his or her entire
Option, the Shares covered by the unvested portion of the Option will revert to
the Plan.  If after termination the Participant does not exercise his
or her Option within the time specified by the Administrator, the Option will
terminate, and the Shares covered by such Option will revert to the
Plan.

       

      (iii)                 Disability
of Participant.  If a Participant ceases to be a Service
Provider as a result of the Participant’s Disability, the Participant may
exercise his or her Option within six (6) months of termination, or such longer
period of time as is specified in the Award Agreement (but in no event later
than the expiration of the term of such Option as set forth in the Award
Agreement) to the extent the Option is vested on the date of
termination.  Unless otherwise provided by the Administrator, if on
the date of termination the Participant is not vested as to his or her entire
Option, the Shares covered by the unvested portion of the Option will revert to
the Plan.  If after termination the Participant does not exercise his
or her Option within the time specified herein, the Option will terminate, and
the Shares covered by such Option will revert to the Plan.

       

      (iv)                 Death
of Participant.  If a Participant dies while a Service
Provider, the Option may be exercised within six (6) months following the
Participant’s death, or within such longer period of time as is specified in the
Award Agreement (but in no event later than the expiration of the term of such
Option as set forth in the Award Agreement) to the extent that the Option is
vested on the date of death, by the Participant’s designated beneficiary,
provided such beneficiary has been designated prior to the Participant’s death
in a form acceptable to the Administrator.  If no such beneficiary has
been designated by the Participant, then such Option may be exercised by the
personal representative of the Participant’s estate or by the person(s) to whom
the Option is transferred pursuant to the Participant’s will or in accordance
with the laws of descent and distribution.  Unless otherwise provided
by the Administrator, if at the time of death Participant is not vested as to
his or her entire Option, the Shares covered by the unvested portion of the
Option will immediately revert to the Plan.  If the Option is not so
exercised within the time specified herein, the Option will terminate, and the
Shares covered by such Option will revert to the Plan.


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


       

      7.           Stock
Appreciation Rights.

       

      (a)           Grant
of Stock Appreciation Rights.  Subject to the terms and
conditions of the Plan, a Stock Appreciation Right may be granted to Service
Providers at any time and from time to time as will be determined by the
Administrator, in its sole discretion.

       

      (b)           Number
of Shares.  The Administrator will have complete discretion to
determine the number of Shares subject to any Award of Stock Appreciation
Rights.

       

      (c)           Exercise
Price and Other Terms.  The per Share exercise price for the
Shares that will determine the amount of the payment to be received upon
exercise of a Stock Appreciation Right as set forth in Section 7(f) will be
determined by the Administrator and will be no less than one hundred percent
(100%) of the Fair Market Value per Share on the date of
grant.  Otherwise, the Administrator, subject to the provisions of the
Plan, will have complete discretion to determine the terms and conditions of
Stock Appreciation Rights granted under the Plan.

       

      (d)           Stock
Appreciation Right Agreement.  Each Stock Appreciation Right
grant will be evidenced by an Award Agreement that will specify the exercise
price, the term of the Stock Appreciation Right, the conditions of exercise, and
such other terms and conditions as the Administrator, in its sole discretion,
will determine.

       

      (e)           Expiration
of Stock Appreciation Rights.  A Stock Appreciation Right
granted under the Plan will expire upon the date determined by the
Administrator, in its sole discretion, and set forth in the Award
Agreement.  Notwithstanding the foregoing, the rules of Section 6(d)
relating to the maximum term and Section 6(f) relating to exercise also will
apply to Stock Appreciation Rights.

       

      (f)           Payment
of Stock Appreciation Right Amount.  Upon exercise of a Stock
Appreciation Right, a Participant will be entitled to receive payment from the
Company in an amount determined by multiplying:

       

      (i)      The
difference between the Fair Market Value of a Share on the date of exercise over
the exercise price; times

       

      (ii)      The
number of Shares with respect to which the Stock Appreciation Right is
exercised.

       

      At the
discretion of the Administrator, the payment upon Stock Appreciation Right
exercise may be in cash, in Shares of equivalent value, or in some combination
thereof.

       

      8.           Restricted
Stock.

       

      (a)           Grant
of Restricted Stock.  Subject to the terms and provisions of
the Plan, the Administrator, at any time and from time to time, may grant Shares
of Restricted Stock to Service Providers in such amounts as the Administrator,
in its sole discretion, will determine.


      
        
           


        

        
          11

          
            

          

        

        
           


        

      

              (b)           Restricted
Stock Agreement.  Each Award of Restricted Stock will be
evidenced by an Award Agreement that will specify the Period of Restriction, the
number of Shares granted, and such other terms and conditions as the
Administrator, in its sole discretion, will determine.  Unless the
Administrator determines otherwise, the Company as escrow agent will hold Shares
of Restricted Stock until the restrictions on such Shares have
lapsed.

       

      (c)           Transferability.  Except
as provided in this Section 8 or as the Administrator determines, Shares of
Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated until the end of the applicable Period of
Restriction.

       

      (d)           Other
Restrictions.  The Administrator, in its sole discretion, may
impose such other restrictions on Shares of Restricted Stock as it may deem
advisable or appropriate.

       

      (e)           Removal
of Restrictions.  Except as otherwise provided in this Section
8, Shares of Restricted Stock covered by each Restricted Stock grant made under
the Plan will be released from escrow as soon as practicable after the last day
of the Period of Restriction or at such other time as the Administrator may
determine.  The Administrator, in its discretion, may accelerate the
time at which any restrictions will lapse or be removed.

       

      (f)           Voting
Rights.  During the Period of Restriction, Service Providers
holding Shares of Restricted Stock granted hereunder may exercise full voting
rights with respect to those Shares, unless the Administrator determines
otherwise.

       

      (g)           Dividends
and Other Distributions.  During the Period of Restriction,
Service Providers holding Shares of Restricted Stock will be entitled to receive
all dividends and other distributions paid with respect to such Shares, unless
the Administrator provides otherwise.  If any such dividends or
distributions are paid in Shares, the Shares will be subject to the same
restrictions on transferability and forfeitability as the Shares of Restricted
Stock with respect to which they were paid.

       

      (h)           Return
of Restricted Stock to Company.  On the date set forth in the
Award Agreement, the Restricted Stock for which restrictions have not lapsed
will revert to the Company and again will become available for grant under the
Plan.

       

      9.           Restricted
Stock Units.

       

      (a)           Grant.  Restricted
Stock Units may be granted at any time and from time to time as determined by
the Administrator.  After the Administrator determines that it will
grant Restricted Stock Units, it will advise the Participant in an Award
Agreement of the terms, conditions, and restrictions related to the grant,
including the number of Restricted Stock Units.

       

      (b)           Vesting
Criteria and Other Terms.  The Administrator will set vesting
criteria in its discretion, which, depending on the extent to which the criteria
are met, will determine the number of Restricted Stock Units that will be paid
out to the Participant.  The Administrator may set vesting criteria
based upon the achievement of Company-wide, business unit, or individual goals
(including, but not limited to, continued employment or service), Performance
Goals, or any other basis determined by the Administrator in its
discretion.


      
        
           


        

        
          12

          
            

          

        

        
           


        

      


       

      (c)           Earning
Restricted Stock Units.  Upon meeting the applicable vesting
criteria, the Participant will be entitled to receive a payout as determined by
the Administrator.  Notwithstanding the foregoing, at any time after
the grant of Restricted Stock Units, the Administrator, in its sole discretion,
may reduce or waive any vesting criteria that must be met to receive a
payout.

       

      (d)           Form
and Timing of Payment.  Payment of earned Restricted Stock
Units will be made as soon as practicable after the date(s) determined by the
Administrator and set forth in the Award Agreement.  The
Administrator, in its sole discretion, may settle earned Restricted Stock Units
in cash, Shares, or a combination of both.

       

      (e)           Cancellation.  On
the date set forth in the Award Agreement, all unearned Restricted Stock Units
will be forfeited to the Company.

       

      10.           Compliance
With Code Section 409A.  Awards will be designed and
operated in such a manner that they are either exempt from the application of,
or comply with, the requirements of Code Section 409A, except as otherwise
determined in the sole discretion of the Administrator.  The Plan and
each Award Agreement under the Plan is intended to meet the requirements of
Code Section 409A and will be construed and interpreted in accordance with
such intent, except as otherwise determined in the sole discretion of the
Administrator.  To the extent that an Award or payment, or the
settlement or deferral thereof, is subject to Code Section 409A the Award
will be granted, paid, settled or deferred in a manner that will meet the
requirements of Code Section 409A, such that the grant, payment, settlement
or deferral will not be subject to the additional tax or interest applicable
under Code Section 409A.

       

      11.           Leaves
of Absence/Transfer Between Locations.  Unless the
Administrator provides otherwise, vesting of Awards granted hereunder will be
suspended during any unpaid leave of absence.  A Participant will not
cease to be an Employee in the case of (i) any leave of absence approved by
the Company or (ii) transfers between locations of the Company or between
the Company, its Parent, or any Subsidiary.  For purposes of Incentive
Stock Options, no such leave may exceed three (3) months, unless reemployment
upon expiration of such leave is guaranteed by statute or
contract.  If reemployment upon expiration of a leave of absence
approved by the Company is not so guaranteed, then six (6) months following the
first (1st) day
of such leave, any Incentive Stock Option held by the Participant will cease to
be treated as an Incentive Stock Option and will be treated for tax purposes as
a Nonstatutory Stock Option.

       

      12.           Limited
Transferability of Awards.

       

      (a)           Unless
determined otherwise by the Administrator, Awards may not be sold,
pledged, assigned, hypothecated, or otherwise transferred
in any manner other than by will or by the laws of descent and distribution, and
may be exercised, during the lifetime of the Participant, only by the
Participant.  If the Administrator makes an Award transferable, such
Award may only be transferred (i) by will, (ii) by the laws of descent and
distribution, (iii) as permitted by Rule 701 of the Securities Act of 1933, as
amended (the “Securities Act”), or (iv) if applicable, if such transferred Award
would be eligible for registration under Exchange Act Form S-8.

      
        (b)           Further,
until the Company becomes subject to the reporting requirements of Section 13 or
15(d) of the Exchange Act, or after the Administrator determines that it is,
will, or may


        
          
             


          

          
            13

            
              

            

          

          
             


          

        


         

        no longer
be relying upon the exemption from registration under the Exchange Act as set
forth in Rule 12h-1(f) promulgated under the Exchange Act,
an
Option, or prior to exercise, the Shares subject to the Option, may not be pledged,
hypothecated or otherwise transferred or disposed of, in any manner, including
by entering into any short position, any “put equivalent position” or any “call
equivalent position” (as defined in Rule 16a-1(h) and Rule 16a-1(b) of the
Exchange Act, respectively), other than to (i) persons who are “family members”
(as defined in Rule 701(c)(3) of the Securities Act) through gifts or domestic
relations orders, or (ii) to an executor or guardian of the Participant upon the
death or disability of the Participant.  Notwithstanding the foregoing
sentence, the Administrator, in its sole discretion, may determine to permit
transfers to the Company or in connection with a Change in Control or other
acquisition transactions involving the Company to the extent permitted by Rule
12h-1(f).

         

        13.           Adjustments;
Dissolution or Liquidation; Merger or Change in Control.

         

        (a)           Adjustments.  In
the event that any dividend or other distribution (whether in the form of cash,
Shares, other securities, or other property), recapitalization, stock split,
reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase, or exchange of Shares or other securities of the
Company, or other change in the corporate structure of the Company affecting the
Shares occurs, the Administrator, in order to prevent diminution or enlargement
of the benefits or potential benefits intended to be made available under the
Plan, will adjust the number and class of Shares that may be delivered under the
Plan and/or the number, class, and price of Shares covered by each outstanding
Award; provided, however, that the Administrator will make such adjustments to
an Award required by Section 25102(o) of the California Corporations Code to the
extent the Company is relying upon the exemption afforded thereby (or any
related or similar California exemption) with respect to the Award.

         

        (b)           Dissolution
or Liquidation.  In the event of the proposed dissolution or
liquidation of the Company, the Administrator will notify each Participant as
soon as practicable prior to the effective date of such proposed
transaction.  To the extent it has not been previously exercised, an
Award will terminate immediately prior to the consummation of such proposed
action.

         

        (c)           Merger
or Change in Control.  In the event of a merger or Change in
Control, each outstanding Award will be treated as the Administrator determines
(subject to the provisions of the proceeding paragraph) without a Participant’s
consent, including, without limitation, that (i) Awards will be assumed, or
substantially equivalent Awards will be substituted, by the acquiring or
succeeding corporation (or an affiliate thereof) with appropriate adjustments as
to the number and kind of shares and prices; (ii) upon written notice to a
Participant, that the Participant’s Awards will terminate upon or immediately
prior to the consummation of such merger or Change in Control;
(iii) outstanding Awards will vest and become exercisable, realizable, or
payable, or restrictions applicable to an Award will lapse, in whole or in part
prior to or upon consummation of such merger or Change in Control, and, to the
extent the Administrator determines, terminate upon or immediately prior to the
effectiveness of such merger of Change in Control; (iv) (A) the termination of
an Award in exchange for an amount of cash and/or property, if any, equal to the
amount that would have been attained upon the exercise of such Award or
realization of the Participant’s rights as of the date of the occurrence of the
transaction (and, for the avoidance of doubt, if as of the date of the
occurrence of the transaction the Administrator determines in good faith that no
amount would


        
          
             


          

          
            14

            
              

            

          

          
             


          

        


         

        have been
attained upon the exercise of such Award or realization of the Participant’s
rights, then such Award may be terminated by the Company without payment), or
(B) the replacement of such Award with other rights or property selected by
the Administrator in its sole discretion; or (v) any combination of the
foregoing.  In taking any of the actions permitted under this
subsection 13(c), the Administrator will not be obligated to treat all Awards,
all Awards held by a Participant, or all Awards of the same type,
similarly.

         

        In the
event that the successor corporation does not assume or substitute for the Award
(or portion thereof), the Participant will fully vest in and have the right to
exercise all of his or her outstanding Options and Stock Appreciation Rights,
including Shares as to which such Awards would not otherwise be vested or
exercisable, all restrictions on Restricted Stock and Restricted Stock Units
will lapse, and, with respect to Awards with performance-based vesting, all
performance goals or other vesting criteria will be deemed achieved at one
hundred percent (100%) of target levels and all other terms and conditions
met.  In addition, if an Option or Stock Appreciation Right is not
assumed or substituted in the event of a merger or Change in Control, the
Administrator will notify the Participant in writing or electronically that the
Option or Stock Appreciation Right will be exercisable for a period of time
determined by the Administrator in its sole discretion, and the Option or Stock
Appreciation Right will terminate upon the expiration of such
period.

         

        For the
purposes of this subsection 13(c), an Award will be considered assumed if,
following the merger or Change in Control, the Award confers the right to
purchase or receive, for each Share subject to the Award immediately prior to
the merger or Change in Control, the consideration (whether stock, cash, or
other securities or property) received in the merger or Change in Control by
holders of Common Stock for each Share held on the effective date of the
transaction (and if holders were offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the outstanding Shares);
provided, however, that if such consideration received in the merger or Change
in Control is not solely common stock of the successor corporation or its
Parent, the Administrator may, with the consent of the successor corporation,
provide for the consideration to be received upon the exercise of an Option or
Stock Appreciation Right or upon the payout of a Restricted Stock Unit, for each
Share subject to such Award, to be solely common stock of the successor
corporation or its Parent equal in fair market value to the per share
consideration received by holders of Common Stock in the merger or Change in
Control.

         

        Notwithstanding
anything in this Section 13(c) to the contrary, an Award that vests, is earned
or paid-out upon the satisfaction of one or more performance goals will not be
considered assumed if the Company or its successor modifies any of such
performance goals without the Participant’s consent; provided, however, a
modification to such performance goals only to reflect the successor
corporation’s post-Change in Control corporate structure will not be deemed to
invalidate an otherwise valid Award assumption.

         

        Notwithstanding
anything in this Section 13(c) to the contrary, if a payment under an Award
Agreement is subject to Code Section 409A and if the change in control
definition contained in the Award Agreement does not comply with the definition
of “change of control” for purposes of a distribution under Code Section 409A,
then any payment of an amount that is otherwise accelerated under this Section
will be delayed until the earliest time that such payment would
be


        
          
             


          

          
            15

            
              

            

          

          
             


          

        


         

        permissible
under Code Section 409A without triggering any penalties applicable under Code
Section 409A.

         

        14.           Tax
Withholding.

         

        (a)           Withholding
Requirements.  Prior to the delivery of any Shares or cash
pursuant to an Award (or exercise thereof), the Company will have the power and
the right to deduct or withhold, or require a Participant to remit to the
Company, an amount sufficient to satisfy federal, state, local, foreign or other
taxes (including the Participant’s FICA obligation) required to be withheld with
respect to such Award (or exercise thereof).

         

        (b)           Withholding
Arrangements.  The Administrator, in its sole discretion and
pursuant to such procedures as it may specify from time to time, may permit a
Participant to satisfy such tax withholding obligation, in whole or in part by
(without limitation) (i) paying cash, (ii) electing to have the Company
withhold otherwise deliverable Shares having a Fair Market Value equal to the
minimum statutory amount required to be withheld, (iii) delivering to the
Company already-owned Shares having a Fair Market Value equal to the statutory
amount required to be withheld, provided the delivery of such Shares will not
result in any adverse accounting consequences, as the Administrator determines
in its sole discretion, or (iv) selling a sufficient number of Shares
otherwise deliverable to the Participant through such means as the Administrator
may determine in its sole discretion (whether through a broker or otherwise)
equal to the amount required to be withheld.  The amount of the
withholding requirement will be deemed to include any amount which the
Administrator agrees may be withheld at the time the election is made, not to
exceed the amount determined by using the maximum federal, state or local
marginal income tax rates applicable to the Participant with respect to the
Award on the date that the amount of tax to be withheld is to be
determined.  The Fair Market Value of the Shares to be withheld or
delivered will be determined as of the date that the taxes are required to be
withheld.

         

        15.           No
Effect on Employment or Service.  Neither the Plan nor any
Award will confer upon a Participant any right with respect to continuing the
Participant’s relationship as a Service Provider with the Company, nor will they
interfere in any way with the Participant’s right or the Company’s right to
terminate such relationship at any time, with or without cause, to the extent
permitted by Applicable Laws.

         

        16.           Date
of Grant.  The date of grant of an Award will be, for all
purposes, the date on which the Administrator makes the determination granting
such Award, or such other later date as is determined by the
Administrator.  Notice of the determination will be provided to each
Participant within a reasonable time after the date of such
grant.


        
          
             


          

          
            16

            
              

            

          

          
             


          

        


         

        17.           Term
of Plan.  Subject to Section 21 of the Plan, the Plan will
become effective upon its adoption by the Board.  Unless sooner
terminated under Section 18, it will continue in effect for a term of ten (10)
years from the later of (a) the effective date of the Plan, or (b) the earlier
of the most recent Board or stockholder approval of an increase in the number of
Shares reserved for issuance under the Plan.

         

        18.           Amendment
and Termination of the Plan.

         

        (a)           Amendment
and Termination.  The Board may at any time amend, alter,
suspend or terminate the Plan.

         

        (b)           Stockholder
Approval.  The Company will obtain stockholder approval of any
Plan amendment to the extent necessary and desirable to comply with Applicable
Laws.

         

        (c)           Effect
of Amendment or Termination.  No amendment, alteration,
suspension or termination of the Plan will impair the rights of any Participant,
unless mutually agreed otherwise between the Participant and the Administrator,
which agreement must be in writing and signed by the Participant and the
Company.  Termination of the Plan will not affect the Administrator’s
ability to exercise the powers granted to it hereunder with respect to Awards
granted under the Plan prior to the date of such termination.

         

        19.           Conditions
Upon Issuance of Shares.

         

        (a)           Legal
Compliance.  Shares will not be issued pursuant to the exercise
of an Award unless the exercise of such Award and the issuance and delivery of
such Shares will comply with Applicable Laws and will be further subject to the
approval of counsel for the Company with respect to such
compliance.

         

        (b)           Investment
Representations.  As a condition to the exercise of an Award,
the Company may require the person exercising such Award to represent and
warrant at the time of any such exercise that the Shares are being purchased
only for investment and without any present intention to sell or distribute such
Shares if, in the opinion of counsel for the Company, such a representation is
required.

         

        20.           Inability
to Obtain Authority.  The inability of the Company to obtain
authority from any regulatory body having jurisdiction, which authority is
deemed by the Company’s counsel to be necessary to the lawful issuance and sale
of any Shares hereunder, will relieve the Company of any liability in respect of
the failure to issue or sell such Shares as to which such requisite authority
will not have been obtained.

         

        21.           Stockholder
Approval.  The Plan will be subject to approval by the
stockholders of the Company within twelve (12) months after the date the Plan is
adopted by the Board.  Such stockholder approval will be obtained in
the manner and to the degree required under Applicable Laws.

         

        22.           Information
to Participants.  Beginning on the earlier
of (i) the date that the aggregate number of Participants under this Plan
is five hundred (500) or more and the Company
is
relying on the exemption provided by Rule 12h-1(f)(1) under the Exchange Act and
(ii) the date that the Company is required to deliver information to
Participants pursuant to Rule 701 under the Securities Act, and
until such time as the Company becomes subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act,
is no longer relying on the exemption provided by Rule 12h-1(f)(1) under the
Exchange Act or is no
longer required to deliver information to Participants pursuant to Rule 701
under the Securities Act, the Company shall provide to each Participant
the information described in paragraphs (e)(3), (4), and (5) of Rule 701 under
the Securities Act not less frequently than every six (6) months with the
financial statements being not more than 180 days old and with such information
provided either by physical or electronic delivery to the Participants or by
written notice to the Participants of the availability of the information on an
Internet site that may be password-protected and of any password needed to
access the information.  The Company may request that Participants
agree to keep the information to be provided pursuant to this section
confidential.  If a Participant does not agree to keep the information
to be provided pursuant to this section confidential, then the Company will not
be required to provide the information unless
otherwise required pursuant to Rule 12h-1(f)(1) under the Exchange Act or Rule
701 of the Securities Act.

         

         

        
          
            
            

          

          
            17

            
              

            

          

          
            
            

          

        



        AVISTAR
COMMUNICATIONS CORPORATION

         

        2009
EQUITY INCENTIVE PLAN

         

        NOTICE
OF GRANT OF RESTRICTED STOCK UNITS

         

        Unless
otherwise defined herein, the terms defined in the Avistar Communications
Corporation 2009 Equity Incentive Plan (the “Plan”) will have the same defined
meanings in this Notice of Grant of Restricted Stock Units (the “Notice of
Grant”) and Terms and Conditions of Restricted Stock Unit Grant, attached hereto
as Exhibit
A (together, the “Agreement”).

         

        Participant:                                                      


          
            

          


         

        Address:                                                      


          
            

          


         

         

         

        Participant
has been granted the right to receive an Award of Restricted Stock Units,
subject to the terms and conditions of the Plan and this Agreement, as
follows:

         

        Grant
Number                                                                


          
            

          


         

        Date of
Grant                                                                


          
            

          


         

        Number of
Restricted Stock
Units                                                                


          
            

          


         

        Vesting
Schedule:

         

        Subject
to any acceleration provisions contained in the Plan or set forth in this
Agreement, the Restricted Stock Units will vest in accordance with the following
schedule:

         

        One
hundred percent (100%) of the Restricted Stock Units will vest on the second
anniversary of the Date of Grant.

         

        In the
event Participant ceases to be a Service Provider for any or no reason before
Participant vests in the Restricted Stock Unit, the Restricted Stock Unit and
Participant’s right to acquire any Shares hereunder will immediately
terminate.

         

        By
Participant’s signature and the signature of the Company’s representative below,
Participant and the Company agree that this Award of Restricted Stock Units is
granted under and governed by the terms and conditions of the Plan and this
Agreement.  Participant has reviewed the Plan and this Agreement in
their entirety, has had an opportunity to obtain the advice of counsel prior to
executing this Agreement and fully understands all provisions of the Plan and
Agreement.  Participant hereby agrees to accept as binding, conclusive
and final all decisions or interpretations of the Administrator upon any
questions relating to the Plan and Agreement.  Participant further
agrees to notify the Company upon any change in the residence address indicated
below.

         


        
          
            Form of
Employee RSU Agreement

             


          

          
            1

            
              

            

          

          
             


          

        

                          

         

          	
                  PARTICIPANT:

                	 
      	
                  AVISTAR
      COMMUNICATIONS CORPORATION:

                


        

         

        
          	 	 	 	 	 
	
                  /s/

                	 	 	
                   

                	 
	
                  Signature

                	 	 	
                  By

                	 
	
                   

                	 	 	
                   

                	 


        

         

        
          
            	 	 	 	 	 
	
                     

                  	 	 	
                     

                  	 
	
                    Print
      Name

                  	 	 	
                    Title

                  	 
	
                     

                  	 	 	
                     

                  	 


          

        

         

           
 

        Address:

         

        
           


            
              

            

          

           

          
             

            
              

            

          

        

         

         


        
          
            Form of
Employee RSU Agreement

             


          

          
            2

            
              

            

          

          
             


          

        


        EXHIBIT
A

         

        TERMS
AND CONDITIONS OF RESTRICTED
STOCK UNIT GRANT

         

        1.           Grant.  The
Company hereby grants to the Participant named in the Notice of Grant (“Participant”)
under the Plan an Award of Restricted Stock Units, subject to all of the terms
and conditions in this Agreement and the Plan, which is incorporated herein by
reference.  Subject to Section 18(c) of the Plan, in the event of a
conflict between the terms and conditions of the Plan and the terms and
conditions of this Agreement, the terms and conditions of the Plan will
prevail.

         

        2.           Company’s
Obligation to Pay.  Each Restricted Stock Unit represents the
right to receive a Share on the date it vests.  Unless and until the
Restricted Stock Units will have vested in the manner set forth in
Sections 3 or 4, Participant will have no right to payment of any such
Restricted Stock Units.  Prior to actual payment of any vested
Restricted Stock Units, such Restricted Stock Unit will represent an unsecured
obligation of the Company, payable (if at all) only from the general assets of
the Company.  Any Restricted Stock Units that vest in accordance with
Sections 3 or 4 will be paid to Participant (or in the event of Participant’s
death, to his or her estate) in whole Shares, subject to Participant satisfying
any applicable tax withholding obligations as set forth in Section
7.  Subject to the provisions of Section 4, such vested Restricted
Stock Units will be paid in Shares as soon as practicable after vesting, but in
each such case within the period ending no later than the later of the fifteenth
(15th) day
of the third (3rd)
month following the end of the calendar year, which in either case includes the
vesting date.

         

        3.           Vesting
Schedule.  Except as otherwise provided in Section 4, and
subject to Section 5, the Restricted Stock Units awarded by this Agreement will
vest in accordance with the vesting provisions set forth in the Notice of
Grant.  Restricted Stock Units scheduled
to vest on a certain date or upon the occurrence of a certain condition will not
vest in Participant in accordance with any of the provisions of this Agreement,
unless Participant will have been continuously a Service Provider from the Date
of Grant until the date such vesting occurs.

         

        4.           Administrator
Discretion.  The Administrator, in its discretion, may
accelerate the vesting of the balance, or some lesser portion of the balance, of
the unvested Restricted Stock Units at any time, subject to the terms of the
Plan.  If so accelerated, such Restricted Stock Units will be
considered as having vested as of the date specified by the
Administrator.

         

        Notwithstanding
anything in the Plan or this Agreement to the contrary, if the vesting of the
balance, or some lesser portion of the balance, of the Restricted Stock Units is
accelerated in connection with Participant’s termination as a Service Provider
(provided that such termination is a “separation from service” within the
meaning of Section 409A, as determined by the Company), other than due to death,
and if (x) Participant is a “specified employee” within the meaning of Section
409A at the time of such termination as a Service Provider and (y) the payment
of such accelerated Restricted Stock Units would in fact result in the
imposition of additional tax under Section 409A if paid to Participant on or
within the six (6) month period following Participant’s termination as a Service
Provider, then the payment of such accelerated Restricted Stock Units will not
be made until the date six (6) months and one (1) day

         


        
          
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        following
the date of Participant’s termination as a Service Provider, unless the
Participant dies following his or her termination as a Service Provider, in
which case, the Restricted Stock Units will be paid in Shares to the
Participant’s estate as soon as practicable following his or her
death.  It is the intent of this Agreement to comply with the
requirements of Section 409A so that none of the Restricted Stock Units provided
under this Agreement or Shares issuable thereunder will be subject to the
additional tax imposed under Section 409A, and any ambiguities herein will be
interpreted to so comply.  For purposes of this Agreement, “Section
409A” means Code Section 409A and the final Treasury Regulations and Internal
Revenue Service guidance thereunder, as each may be amended from time to
time.

         

        5.           Forfeiture
upon Termination of Status as a Service
Provider.  Notwithstanding any contrary provision of this
Agreement, the Notice of Grant or the Plan, the balance of the Restricted Stock
Units that have not vested as of the time of Participant’s termination as a
Service Provider for any or no reason and Participant’s right to acquire any
Shares hereunder will immediately terminate.

         

        6.           Death
of Participant.  Any distribution or delivery to be made to
Participant under this Agreement will, if Participant is then deceased, be made
to Participant’s designated beneficiary, or if no beneficiary survives
Participant, the administrator or executor of Participant’s
estate.  Any such transferee must furnish the Company with
(a) written notice of his or her status as transferee, and
(b) evidence satisfactory to the Company to establish the validity of the
transfer and compliance with any laws or regulations pertaining to said
transfer.

         

        7.           Tax
Withholding.  Notwithstanding any contrary provision of this
Agreement, no certificate representing the Shares will be issued to Participant,
unless and until satisfactory arrangements (as determined by the Administrator)
will have been made by Participant with respect to the payment of income,
employment and other taxes which the Company determines must be withheld with
respect to such Shares.  To the extent determined appropriate by the
Company in its discretion, it will have the right (but not the obligation) to
satisfy any tax withholding obligations by reducing the number of Shares
otherwise deliverable to Participant.  If Participant fails to make
satisfactory arrangements for the payment of any required tax withholding
obligations hereunder at the time any applicable Restricted Stock Units
otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant will
permanently forfeit such Restricted Stock Units and any right to receive Shares
thereunder and the Restricted Stock Units will be returned to the Company at no
cost to the Company.

         

        8.           Rights
as Stockholder.  Neither Participant nor any person claiming
under or through Participant will have any of the rights or privileges of a
stockholder of the Company in respect of any Shares deliverable hereunder unless
and until certificates representing such Shares will have been issued, recorded
on the records of the Company or its transfer agents or registrars, and
delivered to Participant.  After such issuance, recordation and
delivery, Participant will have all the rights of a stockholder of the Company
with respect to voting such Shares and receipt of dividends and distributions on
such Shares.

         

        9.           No
Guarantee of Continued Service.  PARTICIPANT ACKNOWLEDGES AND
AGREES THAT THE VESTING OF THE RESTRICTED STOCK UNITS PURSUANT TO THE VESTING
SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A

         


        
          
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        SERVICE
PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR
RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED
THIS AWARD OF RESTRICTED STOCK UNITS OR ACQUIRING SHARES
HEREUNDER.  PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS
AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET
FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED
ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT
ALL, AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF
THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO
TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR
WITHOUT CAUSE.

         

        10.           Address
for Notices.  Any notice to be given to the Company under the
terms of this Agreement will be addressed to the Company at Avistar
Communications Corporation, 1875 South Grant Street, 10th
Floor, San Mateo, CA 94402, or at such other address as the Company may
hereafter designate in writing or electronically.

         

        11.           Grant
is Not Transferable.  Except to the limited extent provided in
Section 6, this grant and the rights and privileges conferred hereby will not be
transferred, assigned, pledged or hypothecated in any way (whether by operation
of law or otherwise) and will not be subject to sale under execution, attachment
or similar process.  Upon any attempt to transfer, assign, pledge,
hypothecate or otherwise dispose of this grant, or any right or privilege
conferred hereby, or upon any attempted sale under any execution, attachment or
similar process, this grant and the rights and privileges conferred hereby
immediately will become null and void.

         

        15.           Binding
Agreement.  Subject to the limitation on the transferability of
this grant contained herein, this Agreement will be binding upon and inure to
the benefit of the heirs, legatees, legal representatives, successors and
assigns of the parties hereto.

         

        16.           Additional
Conditions to Issuance of Stock.  If at any time the Company
will determine, in its discretion, that the listing, registration or
qualification of the Shares upon any securities exchange or under any state or
federal law, or the consent or approval of any governmental regulatory authority
is necessary or desirable as a condition to the issuance of Shares to
Participant (or his or her estate), such issuance will not occur unless and
until such listing, registration, qualification, consent or approval will have
been effected or obtained free of any conditions not acceptable to the
Company.  Where the Company determines that the delivery of the
payment of any Shares will violate federal securities laws or other applicable
laws, the Company will defer delivery until the earliest date at which the
Company reasonably anticipates that the delivery of Shares will no longer cause
such violation.  The Company will make all reasonable efforts to meet
the requirements of any such state or federal law or securities exchange and to
obtain any such consent or approval of any such governmental
authority.

         

        17.           Plan
Governs.  This Agreement is subject to all terms and provisions
of the Plan.  In the event of a conflict between one or more
provisions of this Agreement and one or more provisions of the Plan, the
provisions of the Plan will govern.  Capitalized terms used and
not

         


        
          
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        defined
in this Agreement will have the meaning set forth in the Plan.

         

        18.           Administrator
Authority.  The Administrator will have the power to interpret
the Plan and this Agreement and to adopt such rules for the administration,
interpretation and application of the Plan as are consistent therewith and to
interpret or revoke any such rules (including, but not limited to, the
determination of whether or not any Restricted Stock Units have
vested).  All actions taken and all interpretations and determinations
made by the Administrator in good faith will be final and binding upon
Participant, the Company and all other interested persons.  No member
of the Administrator will be personally liable for any action, determination or
interpretation made in good faith with respect to the Plan or this
Agreement.

         

        19.           Electronic
Delivery.  The Company may, in its sole discretion, decide to
deliver any documents related to Restricted Stock Units awarded under the Plan
or future Restricted Stock Units that may be awarded under the Plan by
electronic means or request Participant’s consent to participate in the Plan by
electronic means.  Participant hereby consents to receive such
documents by electronic delivery and agrees to participate in the Plan through
any on-line or electronic system established and maintained by the Company or
another third party designated by the Company.

         

        20.           Captions.  Captions
provided herein are for convenience only and are not to serve as a basis for
interpretation or construction of this Agreement.

         

        21.           Agreement
Severable.  In the event that any provision in this Agreement
will be held invalid or unenforceable, such provision will be severable from,
and such invalidity or unenforceability will not be construed to have any effect
on, the remaining provisions of this Agreement.

         

        22.           Modifications
to the Agreement.  This Agreement constitutes the entire
understanding of the parties on the subjects covered.  Participant
expressly warrants that he or she is not accepting this Agreement in reliance on
any promises, representations, or inducements other than those contained
herein.  Modifications to this Agreement or the Plan can be made only
in an express written contract executed by a duly authorized officer of the
Company.  Notwithstanding anything to the contrary in the Plan or this
Agreement, the Company reserves the right to revise this Agreement as it deems
necessary or advisable, in its sole discretion and without the consent of
Participant, to comply with Section 409A or to otherwise avoid imposition of any
additional tax or income recognition under Section 409A in connection to this
Award of Restricted Stock Units.

         

        23.           Amendment,
Suspension or Termination of the Plan.  By accepting this
Award, Participant expressly warrants that he or she has received an Award of
Restricted Stock Units under the Plan, and has received, read and understood a
description of the Plan.  Participant understands that the Plan is
discretionary in nature and may be amended, suspended or terminated by the
Company at any time.

         

        23.           Governing
Law.  This Agreement will be governed by the laws of the State
of California, without giving effect to the conflict of law principles
thereof.  For purposes of litigating any dispute that arises under
this Award of Restricted Stock Units or this Agreement, the
parties hereby submit to and consent to the jurisdiction of the State of
California, and agree that such litigation will be conducted in the courts of
San Mateo County, California, or the federal courts for the United States for
the Northern District of California, and no other courts, where this Award of
Restricted Stock Units is made and/or to be performed.

         


        
          
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        AVISTAR
COMMUNICATIONS CORPORATION

           

        2009
EQUITY INCENTIVE PLAN

         

        NOTICE
OF GRANT OF RESTRICTED STOCK UNITS

         

        Unless
otherwise defined herein, the terms defined in the Avistar Communications
Corporation 2009 Equity Incentive Plan (the “Plan”) will have the same defined
meanings in this Notice of Grant of Restricted Stock Units (the “Notice of
Grant”) and Terms and Conditions of Restricted Stock Unit Grant, attached hereto
as Exhibit
A (together, the “Agreement”).

         

        Participant:                                          


          
            

          
          


           

        

        Address:                                                      


          
            

          

        

         

         

        Participant
has been granted the right to receive an Award of Restricted Stock Units,
subject to the terms and conditions of the Plan and this Agreement, as
follows:

         

        Grant
Number                                                                


          
            

          


         

        Date of
Grant                                                                


          
            

          


         

        Number of
Restricted Stock
Units                                                                


          
            

          


         

        Vesting
Schedule:

         

        Subject
to any acceleration provisions contained in the Plan or set forth in this
Agreement, the Restricted Stock Units will vest in accordance with the following
schedule:

         

        One
hundred percent (100%) of the Restricted Stock Units will vest on the second
anniversary of the Date of Grant.

         

        In the
event Participant ceases to be a Service Provider for any or no reason before
Participant vests in the Restricted Stock Unit, the Restricted Stock Unit and
Participant’s right to acquire any Shares hereunder will immediately
terminate.

         

        By
Participant’s signature and the signature of the Company’s representative below,
Participant and the Company agree that this Award of Restricted Stock Units is
granted under and governed by the terms and conditions of the Plan and this
Agreement.  Participant has reviewed the Plan and this Agreement in
their entirety, has had an opportunity to obtain the advice of counsel prior to
executing this Agreement and fully understands all provisions of the Plan and
Agreement.  Participant hereby agrees to accept as binding, conclusive
and final all decisions or interpretations of the Administrator upon any
questions relating to the Plan and Agreement.  Participant further
agrees to notify the Company upon any change in the residence address indicated
below.

         


        
          
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                  PARTICIPANT:

                	 
      	
                  AVISTAR
      COMMUNICATIONS CORPORATION:

                


        

         

         

        
          	 	 	 	 	 
	
                  /s/

                	 	 	
                   

                	 
	
                  Signature

                	 	 	
                  By

                	 
	
                   

                	 	 	
                   

                	 


        

         

        
          
            	 	 	 	 	 
	
                     

                  	 	 	
                     

                  	 
	
                    Print
      Name

                  	 	 	
                    Title

                  	 
	
                     

                  	 	 	
                     

                  	 


          

        

         

           
 

        Address:

         

        
           


            
              

            

          

           

          
             

            
              

            

          

        

         

         

         

         


        
          
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        EXHIBIT
A

         

        TERMS
AND CONDITIONS OF RESTRICTED
STOCK UNIT GRANT

         

        1.           Grant.  The
Company hereby grants to the Participant named in the Notice of Grant (“Participant”)
under the Plan an Award of Restricted Stock Units, subject to all of the terms
and conditions in this Agreement and the Plan, which is incorporated herein by
reference.  Subject to Section 18(c) of the Plan, in the event of a
conflict between the terms and conditions of the Plan and the terms and
conditions of this Agreement, the terms and conditions of the Plan will
prevail.

         

        2.           Company’s
Obligation to Pay.  Each Restricted Stock Unit represents the
right to receive a Share on the date it vests.  Unless and until the
Restricted Stock Units will have vested in the manner set forth in
Sections 3 or 4, Participant will have no right to payment of any such
Restricted Stock Units.  Prior to actual payment of any vested
Restricted Stock Units, such Restricted Stock Unit will represent an unsecured
obligation of the Company, payable (if at all) only from the general assets of
the Company.  Any Restricted Stock Units that vest in accordance with
Sections 3 or 4 will be paid to Participant (or in the event of Participant’s
death, to his or her estate) in whole Shares, subject to Participant satisfying
any applicable tax withholding obligations as set forth in Section
7.  Subject to the provisions of Section 4, such vested Restricted
Stock Units will be paid in Shares as soon as practicable after vesting, but in
each such case within the period ending no later than the later of the fifteenth
(15th) day
of the third (3rd)
month following the end of the calendar year, which in either case includes the
vesting date.

         

        3.           Vesting
Schedule.

         

        (a)           General.  Except
as otherwise provided in this Section 3 or as provided in Section 4, and subject
to Section 5, the Restricted Stock Units awarded by this Agreement will vest in
accordance with the vesting provisions set forth in the Notice of
Grant.  Restricted Stock Units scheduled
to vest on a certain date or upon the occurrence of a certain condition will not
vest in Participant in accordance with any of the provisions of this Agreement,
unless Participant will have been continuously a Service Provider from the Date
of Grant until the date such vesting occurs.

         

        (b)           Termination
without Cause.  If the Participant is terminated by the Company
without Cause (as defined below) prior to the Restricted Stock Units becoming
vested in accordance with the vesting schedule set forth in the Notice of Grant,
then upon such a termination, the Participant will become vested in a pro-rata
portion of the Restricted Stock Units determined by multiplying the Number of
Restricted Stock Units by a fraction with numerator equal to the number of whole
calendar months which have passed since the Date of Grant and the termination
date and the denominator equal to twenty-four (24).  For the purposes
of this Award, “Cause” shall mean the Participant’s: (i) failure to
substantially perform his or her duties, other than due to illness, injury or
Disability, (ii) willful engaging in conduct which is materially injurious to
the Company, (iii) misconduct involving serious moral turpitude, or any
conviction of, or plea of nolo contendre to a felony or to any other criminal
offense (whether or not a felony) arising out of a breach of trust, embezzlement
or fraud committed against the Company

         


        
          
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        by the
Participant; or (iv) any other action which might be considered “gross
misconduct” under the Company’s applicable employee handbook.

         

        (c)           Change
in Control.  If a Change in Control occurs prior to the
Restricted Stock Units becoming vested in accordance with the vesting schedule
set forth in the Notice of Grant, then effective immediately upon the
consummation of such a Change in Control, the Participant will become one
hundred percent (100%) vested in the Number of Restricted Stock
Units.

         

        4.           Administrator
Discretion.  The Administrator, in its discretion, may
accelerate the vesting of the balance, or some lesser portion of the balance, of
the unvested Restricted Stock Units at any time, subject to the terms of the
Plan.  If so accelerated, such Restricted Stock Units will be
considered as having vested as of the date specified by the
Administrator.

         

        Notwithstanding
anything in the Plan or this Agreement to the contrary, if the vesting of the
balance, or some lesser portion of the balance, of the Restricted Stock Units is
accelerated in connection with Participant’s termination as a Service Provider
(provided that such termination is a “separation from service” within the
meaning of Section 409A, as determined by the Company), other than due to death,
and if (x) Participant is a “specified employee” within the meaning of Section
409A at the time of such termination as a Service Provider and (y) the payment
of such accelerated Restricted Stock Units would in fact result in the
imposition of additional tax under Section 409A if paid to Participant on or
within the six (6) month period following Participant’s termination as a Service
Provider, then the payment of such accelerated Restricted Stock Units will not
be made until the date six (6) months and one (1) day following the date of
Participant’s termination as a Service Provider, unless the Participant dies
following his or her termination as a Service Provider, in which case, the
Restricted Stock Units will be paid in Shares to the Participant’s estate as
soon as practicable following his or her death.  It is the intent of
this Agreement to comply with the requirements of Section 409A so that none of
the Restricted Stock Units provided under this Agreement or Shares issuable
thereunder will be subject to the additional tax imposed under Section 409A, and
any ambiguities herein will be interpreted to so comply.  For purposes
of this Agreement, “Section 409A” means Code Section 409A and the final Treasury
Regulations and Internal Revenue Service guidance thereunder, as each may be
amended from time to time.

         

        5.           Forfeiture
upon Termination of Status as a Service
Provider.  Notwithstanding any contrary provision of this
Agreement, the Notice of Grant or the Plan, the balance of the Restricted Stock
Units that have not vested as of the time of Participant’s termination as a
Service Provider for any or no reason and Participant’s right to acquire any
Shares hereunder will immediately terminate.

         

        6.           Death
of Participant.  Any distribution or delivery to be made to
Participant under this Agreement will, if Participant is then deceased, be made
to Participant’s designated beneficiary, or if no beneficiary survives
Participant, the administrator or executor of Participant’s
estate.  Any such transferee must furnish the Company with
(a) written notice of his or her status as transferee, and
(b) evidence satisfactory to the Company to establish the validity of the
transfer and compliance with any laws or regulations pertaining to said
transfer.

         


        
          
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        7.           Tax
Withholding.  Notwithstanding any contrary provision of this
Agreement, no certificate representing the Shares will be issued to Participant,
unless and until satisfactory arrangements (as determined by the Administrator)
will have been made by Participant with respect to the payment of income,
employment and other taxes which the Company determines must be withheld with
respect to such Shares.  To the extent determined appropriate by the
Company in its discretion, it will have the right (but not the obligation) to
satisfy any tax withholding obligations by reducing the number of Shares
otherwise deliverable to Participant.  If Participant fails to make
satisfactory arrangements for the payment of any required tax withholding
obligations hereunder at the time any applicable Restricted Stock Units
otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant will
permanently forfeit such Restricted Stock Units and any right to receive Shares
thereunder and the Restricted Stock Units will be returned to the Company at no
cost to the Company.

         

        8.           Rights
as Stockholder.  Neither Participant nor any person claiming
under or through Participant will have any of the rights or privileges of a
stockholder of the Company in respect of any Shares deliverable hereunder unless
and until certificates representing such Shares will have been issued, recorded
on the records of the Company or its transfer agents or registrars, and
delivered to Participant.  After such issuance, recordation and
delivery, Participant will have all the rights of a stockholder of the Company
with respect to voting such Shares and receipt of dividends and distributions on
such Shares.

         

        9.           No
Guarantee of Continued Service.  PARTICIPANT ACKNOWLEDGES AND
AGREES THAT THE VESTING OF THE RESTRICTED STOCK UNITS PURSUANT TO THE VESTING
SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL
OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT)
AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS AWARD OF RESTRICTED
STOCK UNITS OR ACQUIRING SHARES HEREUNDER.  PARTICIPANT FURTHER
ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED
HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS
OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING
PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH
PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY
EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A
SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.

         

        10.           Address
for Notices.  Any notice to be given to the Company under the
terms of this Agreement will be addressed to the Company at Avistar
Communications Corporation, 1875 South Grant Street, 10th
Floor, San Mateo, CA 94402, or at such other address as the Company may
hereafter designate in writing or electronically.

         

        11.           Grant
is Not Transferable.  Except to the limited extent provided in
Section 6, this grant and the rights and privileges conferred hereby will not be
transferred, assigned, pledged or hypothecated in any way (whether by operation
of law or otherwise) and will not be subject to sale under execution, attachment
or similar process.  Upon any attempt to transfer,
assign,

         


        
          
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        pledge,
hypothecate or otherwise dispose of this grant, or any right or privilege
conferred hereby, or upon any attempted sale under any execution, attachment or
similar process, this grant and the rights and privileges conferred hereby
immediately will become null and void.

         

        15.           Binding
Agreement.  Subject to the limitation on the transferability of
this grant contained herein, this Agreement will be binding upon and inure to
the benefit of the heirs, legatees, legal representatives, successors and
assigns of the parties hereto.

         

        16.           Additional
Conditions to Issuance of Stock.  If at any time the Company
will determine, in its discretion, that the listing, registration or
qualification of the Shares upon any securities exchange or under any state or
federal law, or the consent or approval of any governmental regulatory authority
is necessary or desirable as a condition to the issuance of Shares to
Participant (or his or her estate), such issuance will not occur unless and
until such listing, registration, qualification, consent or approval will have
been effected or obtained free of any conditions not acceptable to the
Company.  Where the Company determines that the delivery of the
payment of any Shares will violate federal securities laws or other applicable
laws, the Company will defer delivery until the earliest date at which the
Company reasonably anticipates that the delivery of Shares will no longer cause
such violation.  The Company will make all reasonable efforts to meet
the requirements of any such state or federal law or securities exchange and to
obtain any such consent or approval of any such governmental
authority.

         

        17.           Plan
Governs.  This Agreement is subject to all terms and provisions
of the Plan.  In the event of a conflict between one or more
provisions of this Agreement and one or more provisions of the Plan, the
provisions of the Plan will govern.  Capitalized terms used and not
defined in this Agreement will have the meaning set forth in the
Plan.

         

        18.           Administrator
Authority.  The Administrator will have the power to interpret
the Plan and this Agreement and to adopt such rules for the administration,
interpretation and application of the Plan as are consistent therewith and to
interpret or revoke any such rules (including, but not limited to, the
determination of whether or not any Restricted Stock Units have
vested).  All actions taken and all interpretations and determinations
made by the Administrator in good faith will be final and binding upon
Participant, the Company and all other interested persons.  No member
of the Administrator will be personally liable for any action, determination or
interpretation made in good faith with respect to the Plan or this
Agreement.

         

        19.           Electronic
Delivery.  The Company may, in its sole discretion, decide to
deliver any documents related to Restricted Stock Units awarded under the Plan
or future Restricted Stock Units that may be awarded under the Plan by
electronic means or request Participant’s consent to participate in the Plan by
electronic means.  Participant hereby consents to receive such
documents by electronic delivery and agrees to participate in the Plan through
any on-line or electronic system established and maintained by the Company or
another third party designated by the Company.

         

        20.           Captions.  Captions
provided herein are for convenience only and are not to serve as a basis for
interpretation or construction of this Agreement.

         

        21.           Agreement
Severable.  In the event that any provision in this Agreement
will be

         


        
          
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        held
invalid or unenforceable, such provision will be severable from, and such
invalidity or unenforceability will not be construed to have any effect on, the
remaining provisions of this Agreement.

         

        22.           Modifications
to the Agreement.  This Agreement constitutes the entire
understanding of the parties on the subjects covered.  Participant
expressly warrants that he or she is not accepting this Agreement in reliance on
any promises, representations, or inducements other than those contained
herein.  Modifications to this Agreement or the Plan can be made only
in an express written contract executed by a duly authorized officer of the
Company.  Notwithstanding anything to the contrary in the Plan or this
Agreement, the Company reserves the right to revise this Agreement as it deems
necessary or advisable, in its sole discretion and without the consent of
Participant, to comply with Section 409A or to otherwise avoid imposition of any
additional tax or income recognition under Section 409A in connection to this
Award of Restricted Stock Units.

         

        23.           Amendment,
Suspension or Termination of the Plan.  By accepting this
Award, Participant expressly warrants that he or she has received an Award of
Restricted Stock Units under the Plan, and has received, read and understood a
description of the Plan.  Participant understands that the Plan is
discretionary in nature and may be amended, suspended or terminated by the
Company at any time.

         

        23.           Governing
Law.  This Agreement will be governed by the laws of the State
of California, without giving effect to the conflict of law principles
thereof.  For purposes of litigating any dispute that arises under
this Award of Restricted Stock Units or this Agreement, the parties hereby
submit to and consent to the jurisdiction of the State of California, and agree
that such litigation will be conducted in the courts of San Mateo County,
California, or the federal courts for the United States for the Northern
District of California, and no other courts, where this Award of Restricted
Stock Units is made and/or to be performed.

         







        
          
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        AVISTAR
COMMUNICATIONS CORPORATION

        2009
EQUITY INCENTIVE PLAN

        OUTSIDE
DIRECTOR STOCK OPTION AWARD AGREEMENT

         

        Unless
otherwise defined herein, the terms defined in the 2009 Equity Incentive Plan
(the “Plan”) will have the same defined meanings in this Stock Option Award
Agreement (the “Award Agreement”).

         

        I.           NOTICE
OF STOCK OPTION GRANT

         

        Name:

         

        Address:

         

        As an
Outside Director, you have been granted an option to purchase Common Stock of
the Company, subject to the terms and conditions of the Plan and this Award
Agreement, as follows:

         

        Grant
Number:                                                      


          
            

          


         

        Date of
Grant:           

          
            

          
                                                     

        Vesting Commencement
Date:                                                 

          
            

          
     

        Exercise Price per
Share:                                                      

          
            

          
                                                      

        Total Number of Shares
Granted:

          
            
                                                   

        

        Total Exercise
Price:                

          
            

          
                                                                                                    

        Type of
Option:                   Nonstatutory Stock Option

         

         

        Term/Expiration
Date:

          
            

          
                                                      

        Vesting
Schedule:

         

        Subject
to accelerated vesting as set forth below or in the Plan, this Option may be
exercised, in whole or in part, in accordance with the following
schedule:

         

        Twenty-five
percent (25%) of the Shares subject to the Option will vest twelve (12) months
after the Vesting Commencement Date, and 1/48 of the Shares subject to the
Option will vest each month thereafter on the same day of the month as the
Vesting Commencement Date (and if there is no corresponding day, on the last day
of the month), subject to Participant continuing to be a Service Provider
through such dates.

         

        Termination
Period:

         

        This
Option shall be exercisable for three (3) months after Participant ceases to be
a Service Provider, unless such termination is due to Participant’s death or
Disability, in which case this Option shall be exercisable for twelve (12)
months after Participant ceases to be Service Provider.


        
          
             


          

          
            1

            
              

            

          

          
             


          

        


         

        Notwithstanding
the foregoing, in no event may this Option be exercised after the
Term/Expiration Date as provided above and may be subject to earlier termination
as provided in Section 13(c) of the Plan.

         

        II.           AGREEMENT

         

        A.          Grant
of Option.

         

        The
Administrator hereby grants to individual named in the Notice of Stock Option
Grant attached as Part I of this Agreement (the “Participant”) an option (the
“Option”) to purchase the number of Shares, as set forth in the Notice of Stock
Option Grant, at the exercise price per share set forth in the Notice of Stock
Option Grant (the “Exercise Price”), subject to the terms and conditions of the
Plan, which is incorporated herein by reference.  Subject to Section
18(c) of the Plan, in the event of a conflict between the terms and conditions
of the Plan and the terms and conditions of this Award Agreement, the terms and
conditions of the Plan will prevail.

         

        B.          Exercise
of Option.

         

        1.          Right
to Exercise.  This Option is exercisable during its term in
accordance with the Vesting Schedule set out in the Notice of Stock Option Grant
and the applicable provisions of the Plan and this Award Agreement.

         

        2.          Method
of Exercise.  This Option is exercisable by delivery of an
exercise notice, in the form attached as Exhibit
A (the “Exercise Notice”) or in such other form and manner as determined
by the Administrator, which will state the election to exercise the Option, the
number of Shares in respect of which the Option is being exercised (the
“Exercised Shares”), and such other representations and agreements as may be
required by the Company pursuant to the provisions of the Plan.  The
Exercise Notice will be completed by Participant and delivered to the
Company.  The Exercise Notice will be accompanied by payment of the
aggregate Exercise Price as to all Exercised Shares together with any applicable
withholding taxes.  This Option will be deemed to be exercised upon
receipt by the Company of such fully executed Exercise Notice accompanied by
such aggregate Exercise Price.

         

        No Shares
will be issued pursuant to the exercise of this Option unless such issuance and
exercise comply with Applicable Laws.  Assuming such compliance, for
income tax purposes the Exercised Shares will be considered transferred to
Participant on the date the Option is exercised with respect to such Exercised
Shares.

         

        C.          Method
of Payment.

         

        Payment
of the aggregate Exercise Price will be by any acceptable form(s) of
consideration, including the method of payment, to the extent permitted by
Applicable Laws, as defined in the Plan, as determined by the
Administrator.

         

        D.          Non-Transferability
of Option.

         

        This
Option may not be transferred in any manner otherwise than by will or by the
laws of descent or distribution and may be exercised during the lifetime of
Participant only by Participant.


        
          
             


          

          
            2

            
              

            

          

          
             


          

        


         

        E.           Change
in Control.

         

        Notwithstanding
the provisions of Section 13(c) of the Plan, upon a Change in Control, as
defined in the Plan, the Participant shall immediately be fully vested in any
unvested Options granted under this Agreement.

         

        F.          Term
of Option.

         

        This
Option may be exercised only within the term set out in the Notice of Stock
Option Grant, and may be exercised during such term only in accordance with the
Plan and the terms of this Award Agreement.

         

        G.          Tax
Obligations.

         

        1.          Withholding
Taxes.  Some of the federal tax consequences relating to this
Option, as of the date of this Option, are set forth below.  THIS
SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT
TO CHANGE.  THE PARTICIPANT SHOULD CONSULT A TAX ADVISER BEFORE
EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

         

        (a)              Exercising
the Option.  The Participant may incur regular federal income
tax liability upon exercise of a Nonstatutory Stock Option.  The
Participant will be treated as having received compensation income (taxable at
ordinary income tax rates) equal to the excess, if any, of the fair market value
of the exercised shares on the date of exercise over their aggregate Exercise
Price.

         

        (b)              Disposition
of Shares.  If the Participant holds NSO Shares for at least
one year, any gain realized on disposition of the Shares will be treated as
long-term capital gain for federal income tax
purposes.

         

        2.          Code
Section 409A.  Under Code Section 409A, an option that vests
after December 31, 2004 that was granted with a per share exercise price that is
determined by the Internal Revenue Service (the “IRS”) to be less than the fair
market value of a Share of Common Stock on the date of grant (a “Discount
Option”) may be considered “deferred compensation.”  A Discount Option
may result in (a) income recognition by the Participant prior to the exercise of
the option, (b) an additional twenty percent (20%) tax, and (c) potential
penalty and interest charges.  Participant acknowledges that the
Company cannot and has not guaranteed that the IRS will agree that the per share
exercise price of this Option equals or exceeds the fair market value of a Share
of Common Stock on the date of grant in a later
examination.  Participant agrees that if the IRS determines that the
Option was granted with a per share exercise price that was less than the fair
market value of a Share of Common Stock on the date of grant, Participant will
be solely responsible for Participant’s costs related to such a
determination.

         

        H.          Entire
Agreement; Governing Law.

         

        The Plan
is incorporated herein by reference.  The Plan and this Award
Agreement constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and Participant with respect to the subject matter
hereof, and may not be modified adversely to Participant's interest except
by


        
           

          
            3

            
              

            

          

          
             


          

        


         

        means of
a writing signed by the Company and Participant.  This Award Agreement
is governed by the internal substantive laws, but not the choice of law rules,
of California.

         

        I.          NO
GUARANTEE OF CONTINUED SERVICE.

         

        PARTICIPANT
ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING
SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL
OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION
OR PURCHASING SHARES HEREUNDER).  PARTICIPANT FURTHER ACKNOWLEDGES AND
AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE
VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED
PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD,
FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE WITH PARTICIPANT'S RIGHT OR
THE COMPANY'S RIGHT TO TERMINATE PARTICIPANT'S RELATIONSHIP AS A SERVICE
PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.

         

        [Remainder
of Page Intentionally Left Blank]


        
          
             


          

          
            4

            
              

            

          

          
             


          

        


         

        By
Participant’s signature and the signature of the Company's representative below,
Participant and the Company agree that this Option is granted under and governed
by the terms and conditions of the Plan and this Award
Agreement.  Participant has reviewed the Plan and this Award Agreement
in their entirety, has had an opportunity to obtain the advice of counsel prior
to executing this Award Agreement and fully understands all provisions of the
Plan and Award Agreement.  Participant hereby agrees to accept as
binding, conclusive and final all decisions or interpretations of the
Administrator upon any questions relating to the Plan and Award
Agreement.  Participant further agrees to notify the Company upon any
change in the residence address indicated below.

         

        
          	
                  PARTICIPANT:

                	 
      	
                  AVISTAR
      COMMUNICATIONS CORPORATION:

                
	
                   
      

                   

                	 
      
	 
      	 
      	 
      
	
                  Signature

                	 
      	
                  By

                
	 
      	 
      
	 
      	 
      	 
      
	
                  Print
      Name

                	 
      	
                  Title

                
	 
      	 
      
	 
      	 
      	 
      
	
                  Residence
      Address

                	 
      	 
      
	 
      	 
      	 
      


          
          

        

      

       

       

       

      
        
          
             


          

          
            5

            
              

            

          

          
             


          

        

      

       

       

       

      EXHIBIT
A

       

      AVISTAR
COMMUNICATIONS CORPORATION

       

      2009
EQUITY INCENTIVE PLAN

       

      EXERCISE
NOTICE

       

      Avistar
Communications Corporation

      1875 S. Grant
Street, 10th
Floor

      San Mateo,
CA  94402

      Attention:  Stock
Administration

       

       

      1.           Exercise
of Option.  Effective as of today, ________________, _____, the
undersigned (“Purchaser”) hereby elects to purchase ______________ shares (the
“Shares”) of the Common Stock of Avistar Communications Corporation (the
“Company”) under and pursuant to the 2009 Equity Incentive Plan (the “Plan”) and
the Stock Option Award Agreement dated ________ (the “Award
Agreement”).  The purchase price for the Shares will be
$_____________, as required by the Award Agreement.

       

      2.           Delivery
of Payment.  Purchaser herewith delivers to the Company the
full purchase price for the Shares and any required withholding taxes to be paid
in connection with the exercise of the Option.

       

      3.           Representations
of Purchaser.  Purchaser acknowledges that Purchaser has
received, read and understood the Plan and the Award Agreement and agrees to
abide by and be bound by their terms and conditions.

       

      4.           Rights
as Stockholder.  Until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company) of the Shares, no right to vote or receive dividends or
any other rights as a stockholder will exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option.  The Shares so acquired
will be issued to Participant as soon as practicable after exercise of the
Option

       

      5.           Tax
Consultation.  Purchaser understands that Purchaser may suffer
adverse tax consequences as a result of Purchaser's purchase or disposition of
the Shares.  Purchaser represents that Purchaser has consulted with
any tax consultants Purchaser deems advisable in connection with the purchase or
disposition of the Shares and that Purchaser is not relying on the Company for
any tax advice.

       

      6.           Entire
Agreement; Governing Law.  The Plan and Award Agreement are
incorporated herein by reference.  This Agreement, the Plan and the
Award Agreement constitute the entire agreement of the parties with respect to
the subject matter hereof and supersede in their entirety all prior undertakings
and agreements of the Company and Purchaser with respect to the subject matter
hereof, and may not be modified adversely to the Purchaser's interest except by
means of a writing

       

      
        
          
             


          

          
            6

            
              

            

          

          
             


          

        

      

       

       

      signed by
the Company and Purchaser.  This agreement is governed by the internal
substantive laws, but not the choice of law rules, of California.

       

      
        	
                Submitted
      by:

              	 
      	
                Accepted
      by:

              
	 
      	 
      
	
                PURCHASER:

              	 
      	
                AVISTAR
      COMMUNICATIONS CORPORATION:

              
	
                 
      

                 

              	 
      
	 
      	 
      	 
      
	
                Signature

              	 
      	
                By

              
	 
      	 
      
	 
      	 
      	 
      
	
                Print
      Name

              	 
      	
                Its

              
	 
      	 
      
	
                Address:

              	 
      	 
      
	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      
	 
      	 
      	 
      


        
        

      

       

       

       

        
          

        

      

      
                                        Date Received

           

        

      

      
           


      

       

       

      

        
          
             


          

          
            7

            
              

            

          

          
             


          

        


        AVISTAR
COMMUNICATIONS CORPORATION

         

        2009
EQUITY INCENTIVE PLAN

         

        STOCK
OPTION AWARD AGREEMENT

         

        Unless
otherwise defined herein, the terms defined in the 2009 Equity Incentive Plan
(the “Plan”) will have the same defined meanings in this Stock Option Award
Agreement (the “Award Agreement”).

         

        
          	
                  I.

                	
                  NOTICE
      OF STOCK OPTION GRANT

                


        

         

        Name:

         

        Address:

         

        You have
been granted an option to purchase Common Stock of the Company, subject to the
terms and conditions of the Plan and this Award Agreement, as
follows:

               

                 

                      

            
              	 	 
      	 
      	 
      	 
      
	
                          Grant Number:                        

                    	
                        

                    	    

                      
                                    	
                        

                    	 
      
	
                    	
                        

                    	 
      	
                        

                    	 
      
	
                    	 	 
      
	
                          Date of Grant:                        

                    	
                        

                    	
                      
                        
      

                    	
                        

                    	 
      
	 	
                        

                    	 
      	
                        

                    	 
      
	 	 
      	 
      
	
                          Vesting Commencement
      Date:

                    	
                        

                    	
                      
                        
      

                    	
                        

                    	 
      
	 
      	
                        

                    	 
      	
                        

                    	 
      
	 
      	 
      	 
      
	
                          Exercise Price per
      Share:

                    	
                        

                    	
                      
                        
      

                    	
                        

                    	 
      
	 
      	
                        

                    	 
      	
                        

                    	 
      
	 
      	 
      	 
      
	
                          Total Number of Shares
      Granted:

                    	
                        

                    	 
      

                      
    	
                        

                    	 
      
	 
      	
                        

                    	 
      	
                        

                    	 
      
	 
      	 
      	 
      
	
                          Total Exercise
      Price:

                    	
                        

                    	
                      
                        
      

                    	
                        

                    	 
      
	 
      	
                        

                    	 
      	
                        

                    	 
      
	 
      	 
      	 
      
	
                          Type of
      Option:

                    	
                        

                    	
                      ___
      Incentive Stock Option

                    	
                        

                    	 
      
	 
      	
                       
      

                       

                    	 
      
	
                         

                         

                       

                           Term/Expiration
      Date:

                    	
                        

                    	
                      ___
      Nonstatutory Stock Option

                    	
                        

                    	 
      
	    	
                      
                        
      

                    	 
      
	
                         

                    	
                        

                    	 
      	
                        

                    	 
      
	 
      	
                        

                    	 
      	
                        

                    	 
      
	 
      	 
      	 
      
	
                          Vesting
      Schedule:

                    	
                        

                    	 
      	
                        

                    	 
      


            

          

        

         

        Subject
to accelerated vesting as set forth below or in the Plan, this Option may be
exercised, in whole or in part, in accordance with the following
schedule:

         

        Twenty-five
percent (25%) of the Shares subject to the Option will vest twelve
(12) months after the Vesting Commencement Date, and 1/48 of the Shares
subject to the Option will vest each month thereafter on the same day of the
month as the Vesting Commencement Date (and if there is no corresponding day, on
the last day of the month), subject to Participant continuing to be a Service
Provider through such dates.

         

        Termination
Period:

         

        This
Option shall be exercisable, to the extent vested, for three (3) months after
Participant ceases to be a Service Provider, unless such termination is due to
Participant’s death or Disability, in which case this Option shall be
exercisable, to the extent vested, for twelve (12) months after Participant
ceases to be Service Provider. Notwithstanding the foregoing, in no event may
this Option be exercised after the Term/Expiration Date as provided above and
may be subject to earlier termination as provided in Section 13(c) of the
Plan.

         


        
          
             


          

          
            1

            
              

            

          

          
             


          

        


         

        
          	
                  II.

                	
                  AGREEMENT

                


        

         

        A.       Grant
of Option.

         

        The
Administrator hereby grants to the individual named in the Notice of Stock
Option Grant attached as Part I of this Award Agreement (the “Participant”) an
option (the “Option”) to purchase the number of Shares, as set forth in the
Notice of Stock Option Grant, at the exercise price per share set forth in the
Notice of Stock Option Grant (the “Exercise Price”), subject to the terms and
conditions of the Plan, which is incorporated herein by reference. Subject to
Section 18(c) of the Plan, in the event of a conflict between the terms and
conditions of the Plan and the terms and conditions of this Award Agreement, the
terms and conditions of the Plan will prevail.

         

        If
designated in the Notice of Stock Option Grant as an Incentive Stock Option
(“ISO”), this Option is intended to qualify as an Incentive Stock Option under
Section 422 of the Code. However, if this Option is intended to be an
Incentive Stock Option, to the extent that it exceeds the $100,000 rule of Code
Section 422(d) it will be treated as a Nonstatutory Stock Option
(“NSO”).

         

        B.        Administrator
Discretion.

         

        The
Administrator, in its discretion, may accelerate the vesting of the balance, or
some lesser portion of the balance, of the unvested Option at any time, subject
to the terms of the Plan.  If so accelerated, such Option shall be
considered as having vested as of the date specified by the
Administrator.

         

        C.        Exercise
of Option.

         

        1.       Right
to Exercise. This Option is exercisable during its term in accordance
with the Vesting Schedule set out in the Notice of Stock Option Grant and the
applicable provisions of the Plan and this Award Agreement.

         

        2.       Method
of Exercise. This Option is exercisable by delivery of an exercise
notice, in the form attached as Exhibit
A (the “Exercise Notice”) or in such other form and manner as determined
by the Administrator, which will state the election to exercise the Option, the
number of Shares in respect of which the Option is being exercised (the
“Exercised Shares”), and such other representations and agreements as may be
required by the Company pursuant to the provisions of the Plan. The Exercise
Notice will be properly completed by Participant and delivered to the Company.
The Exercise Notice will be accompanied by payment of the aggregate Exercise
Price as to all Exercised Shares together with any applicable withholding taxes.
This Option will be deemed to be exercised upon receipt by the Company (or its
designated representative) of such fully executed Exercise Notice accompanied by
such aggregate Exercise Price.

         

        No Shares
will be issued pursuant to the exercise of this Option unless such issuance and
exercise comply with Applicable Laws. Assuming such compliance, for income tax
purposes the Exercised Shares will be considered transferred to Participant on
the date the Option is exercised with respect to such Exercised
Shares.  This Option may not be exercised for a fraction of a
share.

         

        D.        Method
of Payment.

         

        Payment
of the aggregate Exercise Price shall be by any of the following, or a
combination thereof, at the election of Participant:

         

        (a)       cash;

         

        (b)       check;

         

        (c)       surrender
of other shares of Common Stock of the Company, which in the case of Shares
acquired upon exercise of an option, have been owned by Participant for more
than six (6) months on the date of surrender, and have a Fair Market Value on
the date of surrender equal to the aggregate Exercise Price of the Shares as to
which the Option is being exercised; or

         


        
          
             


          

          
            2

            
              

            

          

          
             


          

        


         

        (d)       delivery
of a properly executed Exercise Notice together with irrevocable instructions to
an agent of the Company to sell the Shares and promptly deliver to the Company
that portion of the sale proceeds required to pay the Exercise Price (and any
applicable withholding taxes).

         

         

        E.        Non-Transferability
of Option.

         

        This
Option may not be transferred in any manner otherwise than by will or by the
laws of descent or distribution and may be exercised during the lifetime of
Participant only by Participant.

         

        F.        Term
of Option.

         

        This
Option may be exercised only within the term set out in the Notice of Stock
Option Grant, and may be exercised during such term only in accordance with the
Plan and the terms of this Award Agreement.

         

        G.        Tax
Obligations.

         

        1.       Withholding
Taxes. Participant agrees to make appropriate arrangements with the
Company (or the Parent or Subsidiary employing or retaining Participant) for the
satisfaction of all Federal, state, and local income and employment tax
withholding requirements applicable to the Option exercise. Participant
acknowledges and agrees that the Company may refuse to honor the exercise and
refuse to deliver Shares if such withholding amounts are not delivered at the
time of exercise.

         

        2.       Notice
of Disqualifying Disposition of ISO Shares. If the Option granted to
Participant herein is an ISO, and if Participant sells or otherwise disposes of
any of the Shares acquired pursuant to the ISO on or before the later of
(a) the date two (2) years after the Grant Date, or (b) the date
one (1) year after the date of exercise, Participant will immediately
notify the Company in writing of such disposition. Participant agrees that
Participant may be subject to income tax withholding by the Company on the
compensation income recognized by Participant.

         

        H.        Rights
as Stockholder.

         

        Neither
Participant nor any person claiming under or through Participant shall have any
of the rights or privileges of a stockholder of the Company in respect of any
Shares deliverable hereunder unless and until certificates representing such
Shares (which may be in book entry form) shall have been issued, recorded on the
records of the Company or its transfer agents or registrars, and delivered to
Participant (including through electronic delivery to a brokerage
account).  After such issuance, recordation and delivery, Participant
shall have all the rights of a stockholder of the Company with respect to voting
such Shares and receipt of dividends and distributions on such
Shares.

         

        I.        Entire
Agreement; Governing Law.

         

        The Plan
is incorporated herein by reference. The Plan and this Award Agreement
constitute the entire agreement of the parties with respect to the subject
matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and Participant with respect to the subject matter
hereof, and may not be modified adversely to Participant’s interest except by
means of a writing signed by the Company and Participant. This Award Agreement
is governed by the internal substantive laws, but not the choice of law rules,
of California.

         

        J.        Address
for Notices.

         

        Any
notice to be given to the Company under the terms of this Award Agreement shall
be addressed to the Company, in care of its Secretary at the Company’s
headquarters, 1875 S. Grant Street, 10th
Floor, San Mateo, California 94402, Attn: Stock Administration, or at such
other address as the Company may hereafter designate in writing.

         

        K.        NO
GUARANTEE OF CONTINUED SERVICE.

         

        PARTICIPANT
ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING
SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL
OF THE COMPANY (AND NOT THROUGH THE ACT OF


        
          
             


          

          
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        BEING
HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES HEREUNDER). PARTICIPANT
FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE TRANSACTIONS
CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT
CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE
PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT
INTERFERE WITH PARTICIPANT’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE
PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT
CAUSE.

         

        L.        Grant
is Not Transferable.

         

        This
Option may not be transferred in any manner otherwise than by will or by the
laws of descent or distribution and may be exercised during the lifetime of
Participant only by Participant.

         

        M.        Binding
Agreement.

         

        Subject
to the limitation on the transferability of this grant contained herein, this
Award Agreement shall be binding upon and inure to the benefit of the heirs,
legatees, legal representatives, successors and assigns of the parties
hereto.

         

        N.        Additional
Conditions to Issuance of Stock.

         

        If at any
time the Company shall determine, in its discretion, that the listing,
registration or qualification of the Shares upon any securities exchange or
under any state or federal law, or the consent or approval of any governmental
regulatory authority is necessary or desirable as a condition to the issuance of
Shares to Participant (or his or her estate), such issuance shall not occur
unless and until such listing, registration, qualification, consent or approval
shall have been effected or obtained free of any conditions not acceptable to
the Company.  The Company shall make all reasonable efforts to meet
the requirements of any such state or federal law or securities exchange and to
obtain any such consent or approval of any such governmental
authority.

         

        O.        Plan
Governs.

         

        This
Award Agreement is subject to all terms and provisions of the
Plan.  In the event of a conflict between one or more provisions of
this Award Agreement and one or more provisions of the Plan, the provisions of
the Plan shall govern.  Capitalized terms used and not defined in this
Award Agreement shall have the meaning set forth in the Plan.

         

        P.        Administrator
Authority.

         

        The
Administrator shall have the power to interpret the Plan and this Award
Agreement and to adopt such rules for the administration, interpretation and
application of the Plan as are consistent therewith and to interpret or revoke
any such rules (including, but not limited to, the determination of whether or
not any Shares subject to the Option have vested).  All actions taken
and all interpretations and determinations made by the Administrator in good
faith shall be final and binding upon Participant, the Company and all other
interested persons.  The Administrator shall not be personally liable
for any action, determination or interpretation made in good faith with respect
to the Plan or this Award Agreement.

         

        Q.        Electronic
Delivery.

         

        The
Company may, in its sole discretion, decide to deliver any documents related to
Options awarded under the Plan or future Options that may be awarded under the
Plan by electronic means or request Participant’s consent to participate in the
Plan by electronic means.  Participant hereby consents to receive such
documents by electronic delivery and agrees to participate in the Plan through
any on-line or electronic system established and maintained by the Company or
another third party designated by the Company.

         

        R.        Captions.

         

        Captions
provided herein are for convenience only and are not to serve as a basis for
interpretation or construction of this Award Agreement.


        
          
             


          

          
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        S.       Agreement
Severable.

         

        In the
event that any provision in this Award Agreement shall be held invalid or
unenforceable, such provision shall be severable from, and such invalidity or
unenforceability shall not be construed to have any effect on, the remaining
provisions of this Award Agreement.

         

        T.        Modifications
to the Agreement.

         

        This
Award Agreement constitutes the entire understanding of the parties on the
subjects covered.  Participant expressly warrants that he or she is
not accepting this Award Agreement in reliance on any promises, representations,
or inducements other than those contained herein.  Modifications to
this Award Agreement or the Plan can be made only in an express written contract
executed by a duly authorized officer of the
Company.   Notwithstanding anything to the contrary in the Plan
or this Award Agreement, the Company reserves the right to revise this Agreement
as it deems necessary or advisable, in its sole discretion and without the
consent of Participant, to avoid imposition of any additional tax or income
recognition under Section 409A of the Code prior to the actual payment of
Shares pursuant to this award.

         

        U.        Amendment,
Suspension or Termination of the Plan.

         

        By
accepting this Award, Participant expressly warrants that he or she has received
an Option under the Plan, and has received, read and understood a description of
the Plan.  Participant understands that the Plan is discretionary in
nature and may be amended, suspended or terminated by the Company at any
time.

         

        V.        Governing
Law.

         

        This
Award Agreement shall be construed in accordance with and governed by the laws
of the State of California, other than its conflicts of laws
provisions

         

        [Remainder
of Page Intentionally Left Blank]

         


        
          
             


          

          
            5

            
              

            

          

          
             


          

        


        By
Participant’s signature and the signature of the Company’s representative below,
Participant and the Company agree that this Option is granted under and governed
by the terms and conditions of the Plan and this Award Agreement. Participant
has reviewed the Plan and this Award Agreement in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Award
Agreement and fully understands all provisions of the Plan and Award Agreement.
Participant hereby agrees to accept as binding, conclusive and final all
decisions or interpretations of the Administrator upon any questions relating to
the Plan and Award Agreement. Participant further agrees to notify the Company
upon any change in the residence address indicated below.

         

        
          	 
      	 
      	 
      
	
                  PARTICIPANT:

                	 
      	
                  AVISTAR
      COMMUNICATIONS CORPORATION:

                
	
                   
      

                   

                	 
      
	 
      	 
      	 
      
	
                  Signature

                	 
      	
                  By

                
	 
      	 
      
	 
      	 
      	 
      
	
                  Print
      Name

                	 
      	
                  Title

                
	 
      	 
      
	 
      	 
      	 
      
	
                  Residence
      Address

                	 
      	 
      
	 
      	 
      	 
      


        

         


        
          
             


          

          
            6

            
              

            

          

          
             


          

        


        EXHIBIT
A

         

        AVISTAR
COMMUNICATIONS CORPORATION

         

        2009
EQUITY INCENTIVE PLAN

         

        EXERCISE
NOTICE

         

        
          	
                   
      

                	
                  Avistar
      Communications Corporation

                


        

        
          	
                   
      

                	
                  1875 S. Grant
      Street, 10th
      Floor

                


        

        
          	
                   
      

                	
                  San Mateo,
      CA  94402

                


        

        
          	
                   
      

                	
                  Attention:
      Stock Administration

                


        

         

        1. Exercise
of Option. Effective as of today,                         ,
            ,
the undersigned (“Purchaser”) hereby elects to purchase                     
shares (the “Shares”) of the Common Stock of Avistar Communications Corporation
(the “Company”) under and pursuant to the 2009 Equity Incentive Plan (the
“Plan”) and the Stock Option Award Agreement dated                 
(the “Award Agreement”). The purchase price for the Shares will be $                    ,
as required by the Award Agreement.

         

        2. Delivery
of Payment. Purchaser herewith delivers to the Company the full purchase
price for the Shares and any required withholding taxes to be paid in connection
with the exercise of the Option.

         

        3. Representations
of Purchaser. Purchaser acknowledges that Purchaser has received, read
and understood the Plan and the Award Agreement and agrees to abide by and be
bound by their terms and conditions.

         

        4. Rights
as Stockholder. Until the issuance (as evidenced by the appropriate entry
on the books of the Company or of a duly authorized transfer agent of the
Company) of the Shares, no right to vote or receive dividends or any other
rights as a stockholder will exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option. The Shares so acquired will be
issued to Participant as soon as practicable after exercise of the
Option.

         

        5. Tax
Consultation. Purchaser understands that Purchaser may suffer adverse tax
consequences as a result of Purchaser’s purchase or disposition of the Shares.
Purchaser represents that Purchaser has consulted with any tax consultants
Purchaser deems advisable in connection with the purchase or disposition of the
Shares and that Purchaser is not relying on the Company for any tax
advice.

         

        6. Entire
Agreement; Governing Law. The Plan and Award Agreement are incorporated
herein by reference. This Agreement, the Plan and the Award Agreement constitute
the entire agreement of the parties with respect to the subject matter hereof
and supersede in their entirety all prior undertakings and agreements of the
Company and Purchaser with respect to the subject matter hereof, and may not be
modified adversely to the Purchaser’s interest except by means of a writing
signed by the Company and Purchaser. This agreement is governed by the internal
substantive laws, but not the choice of law rules, of California.

        
          	 
      	 
      	 
      
	
                  Submitted
      by:

                	 
      	
                  Accepted
      by:

                
	 
      	 
      
	
                  PURCHASER:

                	 
      	
                  AVISTAR
      COMMUNICATIONS CORPORATION:

                
	
                   
      

                   

                	 
      
	 
      	 
      	 
      
	
                  Signature

                	 
      	
                  By

                
	 
      	 
      
	 
      	 
      	 
      
	
                  Print
      Name

                	 
      	
                  Its

                
	 
      	 
      
	
                  Address:

                	 
      	 
      
	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      
	 
      	 
      	 
      


        

        





       

      
         

        
          7